OR Art. 781 -
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. 781 OR from 2025
Art. 781 Increase in the nominal capital
1 The members’ general meeting may resolve to increase the nominal capital.
2 The implementation of the resolution is the responsibility of the managing directors.
3 Subscription and the capital contributions are governed by the regulations on the foundation of the company. The reference to rights and obligations under the articles of association is not required if the subscriber is already a member. The relevant regulations on increasing the capital of a company limited by shares also apply to the subscription form. A public invitation to subscribe to the capital contributions is not permitted. (1)
4 An application to register the increase in the nominal capital must be filed with the commercial register office within six months of the resolution of the members’ general meeting, otherwise the resolution becomes invalid. (2)
5 In addition, the corresponding provisions on an ordinary increase in capital for a company limited by shares apply to:1. the form and content of the resolution of the members'" general meeting;2. the subscription rights of company members;3. an increase in the company capital from equity capital;4. the report on the increase in capital and the audit confirmation;5. the amendment of the articles of association and the declarations made by the managing directors;6. the registration of the increase in nominal capital in the commercial register and the nullity of official documents issued previously.
(1) Amended 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]).
(2) 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.
