OR Art. 725a -
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. 725a OR from 2025
Art. 725a Capital loss (1)
1 If the most recent annual accounts indicate that the assets less the liabilities no longer cover half of the sum of the share capital, the statutory capital reserve not to be repaid to the shareholders and the statutory retained earnings, the board of directors shall take measures to rectify the loss of capital. It shall take, where necessary, further measures to restructure the company or shall request the general meeting to approve such measures if they fall within the competence of the general meeting.
2 If the company does not have an external auditor, the most recent annual accounts must also undergo a limited audit by a licensed auditor before their approval by the general meeting. The board of directors shall appoint the licensed auditor.
3 The audit requirement in paragraph 2 does not apply if the board of directors applies for a debt restructuring moratorium.
4 The board of directors and the external auditor or the licensed auditor shall act with the required urgency.
(1) Inserted by No I of the FA of 4 Oct. 1991 ([AS 1992 733]; [BBl 1983 II 745]). 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]).
Es besteht kein Anspruch auf Aktualität und Vollständigkeit/Richtigkeit.
