Federal Act on the Amendment of the Swiss Civil Code (OR)
Zusammenfassung der 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. 731b OR from 2025
Art. 731b Defects in the Organisation of the Company
1 Any shareholder or creditor may request the court to take the required measures if a company has any of the following organisational defects:1. The company lacks any of the required corporate bodies.2. A required corporate body is not composed correctly.3. The company is not keeping the share register or the register of its reported beneficial owners in accordance with the regulations.4. The company has issued bearer shares without having equity securities listed on a stock exchange or organising the bearer shares as intermediated securities.5. The company is no longer legally domiciled at its seat. (1)
1bis The court may in particular:1. allow the company a period of time, under threat of its dissolution, within which to re-establish the lawful situation;2. appoint the required corporate body or an administrator;3. dissolve the company and order its liquidation according to the regulations on insolvency proceedings. (2)
2 If the court appoints the required corporate body or an administrator, it determines the duration for which the appointment is valid. It shall requires the company to bear the costs and to make an advance payment to the appointed persons.
3 If there is good cause, the company may request the court to remove the persons the court has appointed.
4 The liquidators appointed to liquidate the company under the bankruptcy provisions shall notify the court as soon as they establish overindebtedness; the court opens the bankruptcy proceedings. (3)
(1) Amended by No II of the FA of 21 June 2019 on Implementing the Recommendations of the Global Forum on Transparency and Exchange of Information for Tax Purposes, in force since 1 Jan. 2021, No 4 in force from 1 May 2021 ([AS 2019 3161], [2020 957]; [BBl 2019 279]).
(2) Inserted by No I 1 of the FA of 21 June 2019 on the Implementation of the Recommendations of the Global Forum on Transparency and the Exchange of Information for Tax Purposes, in force since 1 Nov. 2019 ([AS 2019 3161]; [BBl 2019 279]).
(3) Inserted by No I 2 of the FA of 17 March 2017 (Commercial Register Law), in force since 1 Jan. 2021 ([AS 2020 957]; [BBl 2015 3617]).
Dieser Gesetzesartikel ist im Jahr 2025 in Kraft getreten. Es besteht kein Anspruch auf Aktualität und Vollständigkeit/Richtigkeit. Wir verweisen Sie dazu auf
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