¹ A gen­er­al part­ner­ship is a part­ner­ship in which two or more nat­ur­al per­sons join to­geth­er without lim­it­ing their li­ab­il­ity to­wards cred­it­ors of the part­ner­ship in or­der to op­er­ate a trad­ing, man­u­fac­tur­ing or oth­er form of com­mer­cial busi­ness un­der one busi­ness name.

² The mem­bers of the part­ner­ship must have it entered in the com­mer­cial re­gister.

Where a part­ner­ship does not op­er­ate a com­mer­cial busi­ness, it does not ex­ist as a gen­er­al part­ner­ship un­til it has it­self entered in the com­mer­cial re­gister.

The part­ner­ship must be re­gistered in the com­mer­cial re­gister for the place where its seat is loc­ated.

The only de­tails con­cern­ing ar­range­ments for rep­res­ent­a­tion that are ad­miss­ible for entry in the com­mer­cial re­gister are those which lim­it it to one part­ner or spe­cified part­ners or which provide for rep­res­ent­a­tion of the part­ner­ship by one part­ner act­ing jointly with oth­er part­ners or with per­sons ves­ted with a re­gistered power of at­tor­ney.

¹ All ap­plic­a­tions to have facts entered or entries mod­i­fied must be signed by all the part­ners in per­son at the com­mer­cial re­gistry or sub­mit­ted in writ­ing bear­ing duly au­then­tic­ated sig­na­tures.

² Part­ners who are to rep­res­ent the part­ner­ship must enter the part­ner­ship’s busi­ness name and their own sig­na­ture in per­son at the com­mer­cial re­gistry or sub­mit these in a duly au­then­tic­ated form.

¹ The re­la­tion­ship between the part­ners is primar­ily de­term­ined by the part­ner­ship agree­ment.

² Un­less oth­er­wise agreed, the pro­vi­sions gov­ern­ing simple part­ner­ships ap­ply sub­ject to the modi­fic­a­tions set out in the fol­low­ing pro­vi­sions.

¹ For each fin­an­cial year, the profit or loss and each part­ner’s share there­of are de­term­ined on the basis of the an­nu­al ac­counts.²⁷⁴

² The in­terest on each part­ner’s share of the cap­it­al may be cred­ited to that part­ner as provided in the agree­ment even if that share has been re­duced by the loss for that fin­an­cial year. Un­less oth­er­wise agreed, the in­terest rate is four per cent.

³ When cal­cu­lat­ing the profit or loss, the con­trac­tu­al fee for the work done by a part­ner is treated as a debt of the part­ner­ship.

¹ Each part­ner has the right to draw profit, in­terest and fees for the pre­vi­ous fin­an­cial year from the part­ner­ship’s funds.

² Where so provided un­der the agree­ment, in­terest and fees may be drawn dur­ing the fin­an­cial year, where­as profit may not be drawn un­til the an­nu­al re­port has been ap­proved.²⁷⁵

³ Any profit, in­terest and fees not drawn by the part­ner are ad­ded to his share of the part­ner­ship’s cap­it­al once the an­nu­al re­port has been ap­proved, provided that none of the oth­er part­ners ob­jects.²⁷⁶

¹ Where a part­ner’s share of the cap­it­al has been re­duced by losses, he re­mains en­titled to his fees and the in­terest on his re­duced share but may re­ceive his share of the profit only when his share of the cap­it­al has been re­con­sti­t­uted.

² No part­ner is ob­liged to make a high­er con­tri­bu­tion than stip­u­lated in the agree­ment or to make good any re­duc­tion in his con­tri­bu­tion caused by losses.

Without the con­sent of the oth­er part­ners, no part­ner may en­gage in the line of busi­ness in which the part­ner­ship op­er­ates either for his own ac­count or for third parties or par­ti­cip­ate in an­oth­er busi­ness as a part­ner with un­lim­ited li­ab­il­ity, a lim­ited part­ner or a mem­ber of a lim­ited li­ab­il­ity com­pany.

The part­ner­ship may ac­quire rights, as­sume ob­lig­a­tions, sue and be sued in its own name.

Un­less the com­mer­cial re­gister con­tains an entry to the con­trary, bona fide third parties may safely as­sume that any part­ner has au­thor­ity to rep­res­ent the part­ner­ship.

¹ Any part­ner en­titled to rep­res­ent the part­ner­ship is au­thor­ised to carry out in the part­ner­ship’s name all trans­ac­tions that serve the part­ner­ship’s ob­jects.

² Any re­stric­tion of the scope of such au­thor­ity to rep­res­ent the part­ner­ship has no ef­fect as against bona fide third parties.

¹ Au­thor­ity to rep­res­ent the part­ner­ship may be with­drawn from a part­ner for good cause.

² Where a part­ner makes a prima facie case for the ex­ist­ence of good cause and there is risk in delay, on his ap­plic­a­tion the court may is­sue an in­ter­im or­der with­draw­ing au­thor­ity to rep­res­ent the part­ner­ship. The court’s or­der must be entered in the com­mer­cial re­gister.

A re­gistered at­tor­ney or com­mer­cial agent may be ap­poin­ted to man­age the busi­ness of the part­ner­ship as a whole only with the con­sent of all part­ners au­thor­ised to rep­res­ent the part­ner­ship, but such ap­point­ment may be re­voked as against third parties by any one of them.

¹ The part­ner­ship ac­quires rights and as­sumes ob­lig­a­tions by the trans­ac­tions con­cluded in its name by any part­ner au­thor­ised to rep­res­ent it.

² For such ef­fect to oc­cur, it is suf­fi­cient that the in­ten­tion to act on be­half of the part­ner­ship can be in­ferred from the cir­cum­stances.

³ The part­ner­ship is li­able in dam­ages for any tort com­mit­ted by a part­ner in the ex­er­cise of his part­ner­ship func­tion.

¹ The part­ners are jointly and sev­er­ally li­able with their en­tire as­sets for all ob­lig­a­tions of the part­ner­ship.

² Any con­trary agree­ment between part­ners is void as against third parties.

³ However, a part­ner may not be held per­son­ally li­able for a part­ner­ship debt, even after he leaves the part­ner­ship, un­less he has been de­clared bank­rupt or the part­ner­ship has been dis­solved or debt en­force­ment pro­ceed­ings have been brought against it without suc­cess. This does not ap­ply to a part­ner’s li­ab­il­ity un­der a joint and sev­er­al con­tract of surety con­cluded in fa­vour of the part­ner­ship.

¹ A per­son join­ing a gen­er­al part­ner­ship is jointly and sev­er­ally li­able with his en­tire as­sets to­geth­er with the oth­er part­ners even for the part­ner­ship’s ob­lig­a­tions that pred­ate his ac­ces­sion.

²Any con­trary agree­ment between part­ners is void as against third parties.

¹ The part­ner­ship’s cred­it­ors are en­titled to sat­is­fac­tion from the part­ner­ship’s as­sets to the ex­clu­sion of the per­son­al cred­it­ors of the in­di­vidu­al part­ners.

² Part­ners have no claim as cred­it­ors in in­solv­ency for their cap­it­al con­tri­bu­tions and ac­crued in­terest, but may as­sert claims for in­terest already due, fees and any ex­penses in­curred on the part­ner­ship’s be­half.

¹ The in­solv­ency of the part­ner­ship does not res­ult in the bank­ruptcy of the part­ners.

² Like­wise, the bank­ruptcy of one of the part­ners does not res­ult in the in­solv­ency of the part­ner­ship.

³ The rights of part­ner­ship cred­it­ors in the event of the bank­ruptcy of a part­ner are gov­erned by the Debt Col­lec­tion and Bank­ruptcy Act of 11 April 1889²⁷⁷.

¹ The per­son­al cred­it­ors of a part­ner have no rights to the part­ner­ship’s as­sets for the pur­poses of sat­is­fy­ing or se­cur­ing their claims.

² En­force­ment pro­ceed­ings brought by them are lim­ited to the in­terest, fees, profit and share in the pro­ceeds of li­quid­a­tion pay­able to their debt­or in his ca­pa­city as part­ner.

¹ A per­son­al cred­it­or of a part­ner may not set off his claim against a debt owed to the part­ner­ship.

² Sim­il­arly, a part­ner may not set off a debt to a per­son­al cred­it­or against any debt owed by the cred­it­or to the part­ner­ship.

³ However, where a part­ner­ship cred­it­or is sim­ul­tan­eously the per­son­al debt­or of a part­ner, the two debts may be set off against each oth­er provided the part­ner may be held per­son­ally li­able for any res­ult­ing debt to the part­ner­ship.

¹ The part­ner­ship is dis­solved by the com­mence­ment of in­solv­ency pro­ceed­ings against it. In oth­er re­spects, the pro­vi­sions gov­ern­ing simple part­ner­ships ap­ply to dis­sol­u­tion ex­cept where oth­er­wise provided in this Title.

² Oth­er than in the event of in­solv­ency, the part­ners must re­port the dis­sol­u­tion to the com­mer­cial re­gis­trar.

³ Where an ac­tion for dis­sol­u­tion of the part­ner­ship is brought, on ap­plic­a­tion by one of the parties the court may or­der pro­vi­sion­al meas­ures.

¹ In the event of the bank­ruptcy of a part­ner, the bank­ruptcy ad­min­is­tra­tion may pe­ti­tion for dis­sol­u­tion of the part­ner­ship by giv­ing at least six months’ no­tice even where the part­ner­ship was formed for a fixed term.

² The same right ac­crues to a cred­it­or who has at­tached the share in the pro­ceeds of li­quid­a­tion of a part­ner in­debted to him.

³ However, un­til such dis­sol­u­tion has been entered in the com­mer­cial re­gister, the part­ner­ship or the oth­er part­ners may pre­vent the no­tice from tak­ing ef­fect by sat­is­fy­ing the bank­rupt es­tate or the cred­it­or pur­su­ing his claim.

Where the part­ners agreed pri­or to dis­sol­u­tion that, not­with­stand­ing the with­draw­al of one or more part­ners, the part­ner­ship will be con­tin­ued by the re­main­ing part­ners, it ceases to ex­ist only for those that leave; in oth­er re­spects it con­tin­ues with all ex­ist­ing rights and ob­lig­a­tions.

Where there is good cause for the dis­sol­u­tion of the part­ner­ship that per­tains chiefly to the per­son of one or more part­ners, at the re­quest of all the oth­er part­ners the court may rule that the part­ner or part­ners in ques­tion be ex­cluded from the part­ner­ship and that their shares of the part­ner­ship’s as­sets be al­loc­ated to them.

Where a part­ner is de­clared bank­rupt or a cred­it­or who has at­tached the share in the pro­ceeds of li­quid­a­tion of a part­ner in­debted to him re­quests that the part­ner­ship be dis­solved, the oth­er part­ners may ex­clude the part­ner in ques­tion and al­loc­ate his share of the part­ner­ship’s as­sets to him.

¹ Where the part­ner­ship com­prises two part­ners only, the part­ner who has not giv­en rise to any cause for dis­sol­u­tion may, on the same con­di­tions, con­tin­ue the part­ner­ship’s af­fairs and al­loc­ate the oth­er part­ner’s share of the part­ner­ship’s as­sets to him.

² The court may is­sue an or­der to the same ef­fect where dis­sol­u­tion has been re­ques­ted for good cause per­tain­ing chiefly to the per­son of one of the part­ners.

¹ The amount pay­able to a part­ner leav­ing the part­ner­ship is de­term­ined by agree­ment.

² Where no pro­vi­sion is made on this mat­ter in the part­ner­ship agree­ment and the parties can­not reach agree­ment, the court de­term­ines the amount with due re­gard to the as­set po­s­i­tion of the part­ner­ship at the time the part­ner leaves and any fault at­trib­ut­able to the de­part­ing part­ner.

The de­par­ture of a part­ner and the con­tinu­ation of the part­ner­ship’s af­fairs by one of the part­ners must be entered in the com­mer­cial re­gister.

In the case of de­fects in the re­quired or­gan­isa­tion of the gen­er­al part­ner­ship the pro­vi­sion of com­pany law ap­ply ac­cord­ingly.

Fol­low­ing its dis­sol­u­tion, the part­ner­ship is li­quid­ated in ac­cord­ance with the fol­low­ing pro­vi­sions, un­less the part­ners have agreed on an al­tern­at­ive ap­proach or the part­ner­ship’s as­sets are sub­ject to in­solv­ency pro­ceed­ings.

¹ The li­quid­a­tion is car­ried out by the part­ners who are au­thor­ised to rep­res­ent the part­ner­ship, un­less they are pre­ven­ted from so do­ing for reas­ons per­tain­ing to their per­son or the part­ners agree to ap­point oth­er li­quid­at­ors.

² At the re­quest of a part­ner, for good cause the court may dis­miss cer­tain li­quid­at­ors and ap­point oth­ers to re­place them.

³ The li­quid­at­ors are entered in the com­mer­cial re­gister, even where the rep­res­ent­a­tion of the part­ner­ship re­mains un­changed.

The heirs of a part­ner must ap­point a joint rep­res­ent­at­ive for the pur­pose of the li­quid­a­tion.

¹ The li­quid­at­ors wind up the dis­solved part­ner­ship’s cur­rent busi­ness, dis­charge its ob­lig­a­tions, call in all debts re­ceiv­able and real­ise its as­sets as re­quired for the di­vi­sion there­of.

² They rep­res­ent the part­ner­ship in all trans­ac­tions car­ried out for li­quid­a­tion pur­poses, are en­titled to con­duct leg­al pro­ceed­ings, reach set­tle­ments, con­clude ar­bit­ra­tion agree­ments and even, where re­quired for li­quid­a­tion pur­poses, ef­fect new trans­ac­tions.

³ Where a part­ner ob­jects to a de­cision by the li­quid­at­ors to sell part­ner­ship as­sets at an over­all sale price or to their re­fus­al of such a sale or to the man­ner in which they in­tend to dis­pose of im­mov­able prop­erty, at his re­quest the court will de­cide the mat­ter.

⁴ The part­ner­ship is li­able for any dam­age res­ult­ing from torts com­mit­ted by a li­quid­at­or in the ex­er­cise of his func­tion.

¹ Funds and oth­er as­sets not re­quired dur­ing the li­quid­a­tion are dis­trib­uted among the part­ners on a pro­vi­sion­al basis and brought in­to ac­count against their fi­nal share in the pro­ceeds of li­quid­a­tion.

² The funds re­quired to cov­er dis­puted ob­lig­a­tions or ob­lig­a­tions not yet due must be re­tained.

¹ The li­quid­at­ors draw up a bal­ance sheet at the be­gin­ning of the li­quid­a­tion.

² Where the li­quid­a­tion lasts for an ex­ten­ded peri­od, in­ter­im bal­ance sheets are drawn up every year.

¹ As­sets re­main­ing after re­demp­tion of all part­ner­ship debts are used first to re­pay the cap­it­al to the part­ners and then to pay in­terest ac­crued over the li­quid­a­tion peri­od.

² Any sur­plus is dis­trib­uted among the part­ners in ac­cord­ance with the pro­vi­sions gov­ern­ing part­ners’ shares in the profit.

On com­ple­tion of the li­quid­a­tion, the li­quid­at­ors ap­ply to have the part­ner­ship’s busi­ness name de­leted from the com­mer­cial re­gister.

¹ The ledgers and oth­er doc­u­ments of the dis­solved part­ner­ship are kept for ten years com­men­cing on the date of the part­ner­ship’s de­le­tion from the com­mer­cial re­gister at a loc­a­tion des­ig­nated by the part­ners or, if they can­not reach agree­ment, by the re­gis­trar.

² The part­ners and their heirs re­tain the right to in­spect the ledgers and oth­er doc­u­ments.

¹ Claims of part­ner­ship cred­it­ors against a part­ner for part­ner­ship debts pre­scribe five years after the no­tice of his with­draw­al or of the dis­sol­u­tion of the part­ner­ship is pub­lished in the Swiss Of­fi­cial Gaz­ette of Com­merce, un­less the debt is by its nature sub­ject to a short­er pre­script­ive peri­od.

² Where the debt does not fall due un­til after such no­tice, the pre­script­ive peri­od com­mences on the due date.

³ Pre­scrip­tion does not ap­ply to claims between part­ners.

¹ The five-year pre­script­ive peri­od may not be in­voked against a cred­it­or seek­ing sat­is­fac­tion solely from un­di­vided part­ner­ship as­sets.

² Where a part­ner takes over the part­ner­ship’s busi­ness with all its as­sets and li­ab­il­it­ies, he may not in­voke the five-year pre­script­ive peri­od against its cred­it­ors. By con­trast, for part­ners who have left the part­ner­ship, the five-year pre­script­ive peri­od is re­placed by the two-year pre­script­ive peri­od in ac­cord­ance with the prin­ciples gov­ern­ing as­sump­tion of debt; the same ap­plies in the event that a third party takes over the part­ner­ship’s busi­ness with all its as­sets and li­ab­il­it­ies.

An in­ter­rup­tion of the pre­script­ive peri­od as against an on­go­ing part­ner­ship or an­oth­er part­ner does not in­ter­rupt the pre­script­ive peri­od as against a de­part­ing part­ner.

¹ A lim­ited part­ner­ship is a part­ner­ship in which two or more per­sons join to­geth­er in or­der to op­er­ate a trad­ing, man­u­fac­tur­ing or oth­er form of com­mer­cial busi­ness un­der a single busi­ness name in such a man­ner that at least one per­son is a gen­er­al part­ner with un­lim­ited li­ab­il­ity but one or more oth­ers are lim­ited part­ners li­able only up to the amount of their spe­cif­ic con­tri­bu­tions.

² Part­ners with un­lim­ited li­ab­il­ity must be nat­ur­al per­sons, but lim­ited part­ners may also be leg­al en­tit­ies and com­mer­cial en­ter­prises.

³ The part­ners must have the part­ner­ship entered in the com­mer­cial re­gister.

Where a lim­ited part­ner­ship does not op­er­ate a com­mer­cial busi­ness, it does not ex­ist as a lim­ited part­ner­ship un­til it has it­self entered in the com­mer­cial re­gister.

¹ The part­ner­ship must be re­gistered in the com­mer­cial re­gister for the place where its seat is loc­ated.²⁸⁰

² ...²⁸¹

³ Where the spe­cif­ic con­tri­bu­tions of lim­ited part­ners are made wholly or partly in kind, the con­tri­bu­tion in kind must be ex­pressly re­ferred to as such and its pre­cise value spe­cified in the re­gis­tra­tion ap­plic­a­tion and in the entry in the com­mer­cial re­gister.

¹ All ap­plic­a­tions to have facts entered or entries mod­i­fied must be signed by all the part­ners in per­son at the com­mer­cial re­gistry or sub­mit­ted in writ­ing bear­ing duly au­then­tic­ated sig­na­tures.

² Part­ners with un­lim­ited li­ab­il­ity who are to rep­res­ent the part­ner­ship must enter the part­ner­ship’s busi­ness name and their own sig­na­ture in per­son at the com­mer­cial re­gistry or sub­mit these in a duly au­then­tic­ated form.

¹ The re­la­tion­ship between the part­ners is primar­ily de­term­ined by the part­ner­ship agree­ment.

² Un­less oth­er­wise agreed, the pro­vi­sions gov­ern­ing gen­er­al part­ner­ships ap­ply sub­ject to the modi­fic­a­tions set out in the fol­low­ing pro­vi­sions.

The part­ner­ship’s af­fairs are man­aged by the part­ner or part­ners with un­lim­ited li­ab­il­ity.

¹ A lim­ited part­ner is by defin­i­tion neither en­titled nor ob­liged to man­age the af­fairs of the part­ner­ship.

² Nor is he en­titled to ob­ject to ac­tions taken by man­aging part­ners, provid­ing these fall with­in the scope of the or­din­ary busi­ness activ­it­ies of the part­ner­ship.

³ He has the right to re­quest a copy of the profit and loss ac­count and the bal­ance sheet and to veri­fy their ac­cur­acy by in­spect­ing the part­ner­ship’s ledgers and oth­er doc­u­ments or have them veri­fied by an im­par­tial ex­pert; in the event of dis­pute, the ex­pert is ap­poin­ted by the court.²⁸²

¹ A lim­ited part­ner’s par­ti­cip­a­tion in any loss is lim­ited to the amount of his spe­cif­ic con­tri­bu­tion.

² In the ab­sence of agree­ment on the lim­ited part­ners’ share in profits and losses, it is de­term­ined by the court at its dis­cre­tion.

³ Where the lim­ited part­ner’s spe­cif­ic con­tri­bu­tion is not fully paid up or has been sub­sequently re­duced, he may re­ceive the in­terest, profit and fees due to him only when his con­tri­bu­tion has been fully paid in or re­con­sti­t­uted.

The part­ner­ship may ac­quire rights, as­sume ob­lig­a­tions, and sue and be sued in its own name.

The part­ner­ship is rep­res­en­ted by its gen­er­al part­ner or part­ners in ac­cord­ance with the rules gov­ern­ing gen­er­al part­ner­ships.

A part­ner with un­lim­ited li­ab­il­ity may be sued for a part­ner­ship debt only if the part­ner­ship has been dis­solved or debt en­force­ment pro­ceed­ings have been brought against it without suc­cess.

A lim­ited part­ner con­duct­ing busi­ness on be­half of the part­ner­ship without stat­ing ex­pressly that he is act­ing as its re­gistered at­tor­ney or com­mer­cial agent is li­able to bona fide third parties for ob­lig­a­tions res­ult­ing from such busi­ness as if he were a gen­er­al part­ner.

Where the part­ner­ship has en­gaged in busi­ness pri­or to be­ing entered in the com­mer­cial re­gister, a lim­ited part­ner is li­able to bona fide third parties for ob­lig­a­tions res­ult­ing from such busi­ness as if he were a gen­er­al part­ner un­less he can prove that the third parties were aware of the lim­its to his li­ab­il­ity.

¹ A lim­ited part­ner is li­able to third parties in the amount of his spe­cif­ic con­tri­bu­tion as entered in the com­mer­cial re­gister.

² Where he has stated a high­er amount to third parties or the part­ner­ship has done so with his know­ledge, he is li­able up to such high­er amount.

³ Cred­it­ors are at liberty to show that the value ascribed to con­tri­bu­tions in kind did not cor­res­pond to their real value at the time they were made.

¹ Where by agree­ment with the oth­er part­ners or by means of with­draw­als a lim­ited part­ner has re­duced his spe­cif­ic con­tri­bu­tion as entered in the com­mer­cial re­gister or oth­er­wise an­nounced, such modi­fic­a­tion has no ef­fect as against third parties un­til it has been entered in the com­mer­cial re­gister and pub­lished.

² For ob­lig­a­tions con­trac­ted pri­or to such pub­lic­a­tion, the lim­ited part­ner re­mains li­able in the un­mod­i­fied amount.

¹ For the dur­a­tion of the part­ner­ship, its cred­it­ors have no right of ac­tion against a lim­ited part­ner.

² If the part­ner­ship is dis­solved, the cred­it­ors, li­quid­at­ors and in­solv­ency ad­min­is­trat­ors may re­quest that the lim­ited part­ner’s spe­cif­ic con­tri­bu­tion be al­loc­ated to the li­quid­a­tion or in­solv­ency as­sets to the ex­tent that it has not been paid in or has been re­paid to the lim­ited part­ner.

¹ Lim­ited part­ners are en­titled to in­terest and profit only where and to the ex­tent that pay­ment there­of does not res­ult in a re­duc­tion of their spe­cif­ic con­tri­bu­tion.

² However, lim­ited part­ners are re­quired to re­pay in­terest and profit un­law­fully re­ceived. Art­icle 64 ap­plies.²⁸⁴

¹ A per­son join­ing a gen­er­al or lim­ited part­ner­ship as a lim­ited part­ner is li­able with his spe­cif­ic con­tri­bu­tion for all part­ner­ship li­ab­il­it­ies in­clud­ing those that were con­trac­ted pri­or to his ac­ces­sion.

² Any agree­ment to the con­trary between the part­ners is void as against third parties.

¹ The per­son­al cred­it­ors of a gen­er­al part­ner or a lim­ited part­ner have no rights to the part­ner­ship’s as­sets for the pur­poses of sat­is­fy­ing or se­cur­ing their claims.

² En­force­ment pro­ceed­ings brought by them are lim­ited to the in­terest, profit and share in the pro­ceeds of li­quid­a­tion pay­able to their debt­or and any fees due to him in his ca­pa­city as part­ner.

¹ Where a part­ner­ship cred­it­or is sim­ul­tan­eously the per­son­al debt­or of a lim­ited part­ner, the cred­it­or has no right to set off the two debts against each oth­er un­less the lim­ited part­ner has un­lim­ited li­ab­il­ity.

² In oth­er re­spects, set off is sub­ject to the pro­vi­sions gov­ern­ing gen­er­al part­ner­ships.

¹ The in­solv­ency of the part­ner­ship does not res­ult in the bank­ruptcy of the part­ners.

² Like­wise, the bank­ruptcy of one of the part­ners does not res­ult in the in­solv­ency of the part­ner­ship.

¹ The part­ner­ship’s cred­it­ors are en­titled to sat­is­fac­tion from the part­ner­ship’s as­sets to the ex­clu­sion of the per­son­al cred­it­ors of the in­di­vidu­al part­ners.

² Lim­ited part­ners have no claim as cred­it­ors in in­solv­ency for their spe­cif­ic cap­it­al con­tri­bu­tions.

Where the part­ner­ship’s as­sets are in­suf­fi­cient to sat­is­fy the part­ner­ship’s cred­it­ors, the lat­ter are en­titled to seek sat­is­fac­tion for the en­tire re­mainder of their claims from the per­son­al as­sets of each in­di­vidu­al gen­er­al part­ner in com­pet­i­tion with that part­ner’s per­son­al cred­it­ors.

In the event of the bank­ruptcy of a lim­ited part­ner, neither the part­ner­ship’s cred­it­ors nor the part­ner­ship it­self have pref­er­en­tial rights over his per­son­al cred­it­ors.

¹ The pro­vi­sions gov­ern­ing gen­er­al part­ner­ships also ap­ply to the dis­sol­u­tion and li­quid­a­tion of lim­ited part­ner­ships and to the pre­script­ive peri­ods ap­plic­able to claims against the part­ners.

² Where a lim­ited part­ner is de­clared bank­rupt or his share in the pro­ceeds of li­quid­a­tion is at­tached, the pro­vi­sions gov­ern­ing part­ners in gen­er­al part­ner­ships ap­ply mu­tatis mutandis. However, the part­ner­ship is not dis­solved by the death of a lim­ited part­ner or his be­ing made sub­ject to a gen­er­al deputy­ship.²⁸⁵

¹ A com­pany lim­ited by shares is a com­pany with its own busi­ness name whose pre-de­term­ined cap­it­al (share cap­it­al)²⁸⁷ is di­vided in­to spe­cif­ic amounts (shares) and whose li­ab­il­it­ies are pay­able only from the com­pany as­sets.

2 The share­hold­ers are re­quired only to ful­fil the du­ties spe­cified in the art­icles of as­so­ci­ation and are not per­son­ally li­able for the com­pany’s ob­lig­a­tions.

3 A com­pany lim­ited by shares may also be es­tab­lished for a pur­pose that is non-com­mer­cial in char­ac­ter.

The share cap­it­al must amount to at least 100,000 francs.

¹ The shares may be either re­gistered or bear­er shares. They may be is­sued in the form of ne­go­ti­able se­cur­it­ies. The art­icles of as­so­ci­ation may stip­u­late that they may be is­sued as un­cer­ti­fic­ated or ledger-based se­cur­it­ies in ac­cord­ance with Art­icle 973c or 973d, or as in­ter­me­di­ated se­cur­it­ies in ac­cord­ance with the In­ter­me­di­ated Se­cur­it­ies Act (FISA) of 3 Oc­to­ber 2008²⁸⁹.²⁹⁰

^1bis Bear­er shares are per­mit­ted only if the com­pany has equity se­cur­it­ies lis­ted on a stock ex­change or if the bear­er shares are or­gan­ised as in­ter­me­di­ated se­cur­it­ies in ac­cord­ance with the FISA and are de­pos­ited with a cus­todi­an in Switzer­land des­ig­nated by the com­pany or entered in the main re­gister.²⁹¹

2 Shares of both types may ex­ist at the same time in a ra­tio fixed by the art­icles of as­so­ci­ation.

^2bis A com­pany with bear­er shares must ar­range for an entry to be made in the Com­mer­cial Re­gister as to wheth­er it has equity se­cur­it­ies lis­ted on a stock ex­change or its bear­er shares are or­gan­ised as in­ter­me­di­ated se­cur­it­ies.²⁹²

^2ter If all the equity se­cur­it­ies are del­is­ted, the com­pany must with­in six months either con­vert the ex­ist­ing bear­er shares in­to re­gistered shares or or­gan­ise them as in­ter­me­di­ated se­cur­it­ies.²⁹³

3 The art­icles of as­so­ci­ation may provide that re­gistered shares should or may sub­sequently be con­ver­ted in­to bear­er shares or vice versa.

4 The nom­in­al value of a share must be at least 1 centime.²⁹⁴

5 The share cer­ti­fic­ate must be signed by at least one mem­ber of the board of dir­ect­ors²⁹⁵. The com­pany may de­cide that even shares is­sued in large num­bers must bear a hand­writ­ten sig­na­ture.

¹ By amend­ing the art­icles of as­so­ci­ation, the gen­er­al meet­ing may di­vide the shares in­to shares with a lower nom­in­al value or con­sol­id­ate them in­to shares with a high­er nom­in­al value, provided the share cap­it­al re­mains the same.

² The con­sol­id­a­tion of shares re­quires the con­sent of the share­hold­er.

¹ The shares may be is­sued only at their nom­in­al value or at a price that is high­er. This does not ap­ply to the is­sue of new shares to re­place can­celled shares.

^2–3 ...²⁹⁶

¹ A com­pany lim­ited by shares may be es­tab­lished by one or more nat­ur­al per­sons or leg­al en­tit­ies or oth­er com­mer­cial en­ter­prises.

The art­icles of as­so­ci­ation must con­tain pro­vi­sions con­cern­ing:

1.

the busi­ness name and seat of the com­pany;

2.

the ob­jects of the com­pany;

3.

the total share cap­it­al and the ex­tent to which it is paid up;

4.

the num­ber, nom­in­al value and types of shares;

5.

the pro­ced­ure for con­ven­ing gen­er­al meet­ings and the vot­ing rights of share­hold­ers;

6.

the gov­ern­ing bod­ies for man­age­ment and audit­ing;

7.

the form of the com­pany’s ex­tern­al com­mu­nic­a­tions.

In or­der to be bind­ing, pro­vi­sions on the fol­low­ing mat­ters must be in­cluded in the art­icles of as­so­ci­ation:

1.

amend­ment of the art­icles of as­so­ci­ation, where dif­fer­ent from the stat­utory pro­vi­sions;

2.

the pay­ment of shares of profits paid to board mem­bers;

3.

the in­terest paid to share­hold­ers un­til com­mence­ment of the com­pany’s op­er­a­tions;

4.

lim­it­a­tion of the com­pany’s dur­a­tion;

5.

con­trac­tu­al pen­al­ties for fail­ure to pay up share cap­it­al on time;

6.

cap­it­al in­creases from au­thor­ised cap­it­al and con­tin­gent cap­it­al in­creases;

7.³⁰⁰

...

8.

re­stric­tions on the trans­fer­ab­il­ity of re­gistered shares;

9.

the pref­er­en­tial rights of in­di­vidu­al share classes, par­ti­cip­a­tion cer­ti­fic­ates, di­vidend rights cer­ti­fic­ates and the grant­ing of spe­cial priv­ileges;

10.

re­stric­tions on the vot­ing rights of share­hold­ers and their rights to ap­point rep­res­ent­at­ives;

11.

cases not en­vis­aged in law in which the gen­er­al meet­ing may make res­ol­u­tions only by qual­i­fied ma­jor­ity;

12.

au­thor­ity to del­eg­ate man­age­ment re­spons­ib­il­it­ies to in­di­vidu­al mem­bers of the board of dir­ect­ors or to third parties;

13.

the or­gan­isa­tion and du­ties of the ex­tern­al aud­it­ors, where these go bey­ond those pre­scribed by law;

14.³⁰¹

the pos­sib­il­ity of con­vert­ing shares is­sued in a spe­cif­ic form in­to an­oth­er form, to­geth­er with an al­loc­a­tion of res­ult­ant costs, where this derog­ates from the reg­u­la­tions in the Un­cer­ti­fic­ated Se­cur­it­ies Act of 3 Oc­to­ber 2008³⁰².

¹ Where a share­hold­er makes a con­tri­bu­tion in kind, the art­icles of as­so­ci­ation must in­dic­ate its nature and value, the name of the con­trib­ut­or and the shares al­loc­ated to him.³⁰⁴

² Where the com­pany ac­quires or in­tends to ac­quire tan­gible fixed as­sets from share­hold­ers or close as­so­ci­ates, the art­icles of as­so­ci­ation must in­dic­ate their nature, the name of the per­son provid­ing them and the con­sid­er­a­tion giv­en by the com­pany.³⁰⁵

³ Where spe­cial priv­ileges are ac­cor­ded to founder mem­bers or oth­er per­sons on es­tab­lish­ment of the com­pany, the per­sons thus priv­ileged must be named and each priv­ilege pre­cisely de­scribed and val­ued in the art­icles of as­so­ci­ation.

⁴ After ten years the gen­er­al meet­ing may an­nul pro­vi­sions of the art­icles of as­so­ci­ation con­cern­ing con­tri­bu­tions in kind or ac­quis­i­tions in kind. Pro­vi­sions on ac­quis­i­tions in kind may also be an­nulled if the com­pany makes a fi­nal de­cision not to make the ac­quis­i­tion in kind. ^{306 307}

¹ The com­pany is es­tab­lished when the founder mem­bers de­clare by pub­lic deed that they are form­ing a com­pany lim­ited by shares, lay down the art­icles of as­so­ci­ation therein and ap­point the gov­ern­ing bod­ies.

² In such deed of in­cor­por­a­tion, the founder mem­bers sub­scribe for the shares and de­clare:

1.

that all the shares are val­idly sub­scribed for;

2.

that the prom­ised cap­it­al con­tri­bu­tions cor­res­pond to the full is­sue price;

3.

that the re­quire­ments for pay­ment of cap­it­al con­tri­bu­tions pre­scribed by law and the art­icles of as­so­ci­ation are met;

4.³⁰⁹

that there are no oth­er con­tri­bu­tions in kind, ac­quis­i­tions in kind or in­ten­ded ac­quis­i­tions in kind, in­stances of off­set­ting or spe­cial priv­ileges oth­er than those men­tioned in the sup­port­ing doc­u­ments.

The share sub­scrip­tion is val­id only where:

1.

the num­ber, nom­in­al value, type, class and is­sue price of the shares are spe­cified;

2.

an un­con­di­tion­al com­mit­ment is giv­en to pay up the cap­it­al cor­res­pond­ing to the is­sue price.

¹ In the deed of in­cor­por­a­tion, the not­ary must cite each of the doc­u­ments sup­port­ing the es­tab­lish­ment of the com­pany in­di­vidu­ally and con­firm that they were presen­ted to the founder mem­bers.

² The fol­low­ing doc­u­ments must be ap­pen­ded to the deed of in­cor­por­a­tion:

1.

the art­icles of as­so­ci­ation;

2.

the in­cor­por­a­tion re­port;

3.

the audit con­firm­a­tion;

4.

con­firm­a­tion of the de­pos­it of cap­it­al con­tri­bu­tions;

5.

the agree­ments on con­tri­bu­tions in kind;

6.

agree­ments on ac­quis­i­tions in kind that are already avail­able.

¹ When the com­pany is es­tab­lished, cap­it­al equi­val­ent to at least 20 per cent of the nom­in­al value of each share must be paid up.

² In all cases the cap­it­al con­tri­bu­tion must be at least 50,000 francs.

¹ Money con­tri­bu­tions must be de­pos­ited with an in­sti­tu­tion sub­ject to the Fed­er­al Act of 8 Novem­ber 1934³¹⁴ on Banks and Sav­ings Banks for the ex­clus­ive use of the com­pany.

² The in­sti­tu­tion may re­lease the money only when the com­pany has been entered in the com­mer­cial re­gister.

Con­tri­bu­tions in kind sat­is­fy the con­tri­bu­tion re­quire­ment only where:

1.

made on the basis of an agree­ment to make a con­tri­bu­tion in kind done in writ­ing as a pub­lic deed;

2.

on be­ing entered in the com­mer­cial re­gister, the com­pany im­me­di­ately ac­quires own­er­ship and the right to dis­pose of them or an un­con­di­tion­al right to enter them in the land re­gister;

3.

an in­cor­por­a­tion re­port with audit con­firm­a­tion is avail­able.

¹ The board of dir­ect­ors de­term­ines the rules gov­ern­ing sub­sequent con­tri­bu­tions in re­spect of shares that are not fully paid-up.

² Such sub­sequent con­tri­bu­tions may be made in money or in kind or by means of set-off.

The founder mem­bers draw up a writ­ten stat­utory re­port in which they give ac­count of:

1.

the nature and con­di­tion of con­tri­bu­tions in kind or ac­quis­i­tions in kind and the ap­pro­pri­ate­ness of their valu­ation;

2.

the ex­ist­ence of debts and wheth­er such debts may be set off;

3.

the reas­ons for and ap­pro­pri­ate­ness of spe­cial priv­ileges ac­cor­ded to founder mem­bers or oth­er per­sons.

A li­censed aud­it­or veri­fies the in­cor­por­a­tion re­port and con­firms in writ­ing that it is com­plete and ac­cur­ate.

The com­pany is entered in the com­mer­cial re­gister of the place at which it has its seat.

¹ The sub­ject mat­ter of con­tri­bu­tions in kind and the shares is­sued in ex­change, the sub­ject mat­ter of ac­quis­i­tions in kind and the con­sid­er­a­tion provided by the com­pany, and the nature and value of spe­cial priv­ileges must be entered in the com­mer­cial re­gister.

¹ The com­pany ac­quires leg­al per­son­al­ity only through entry in the com­mer­cial re­gister.

² It ac­quires leg­al per­son­al­ity thereby even if the con­di­tions for such entry were in fact not sat­is­fied.

³ However, where the law or the art­icles of as­so­ci­ation were con­tra­vened in the es­tab­lish­ment of the com­pany such that the in­terests of cred­it­ors or share­hold­ers were sub­stan­tially jeop­ard­ised or harmed, at the re­quest of those cred­it­ors or share­hold­ers the court may or­der that the com­pany be dis­solved.³²⁴

⁴ The fore­go­ing right of ac­tion pre­scribes if ac­tion is not brought with­in three months of pub­lic­a­tion in the Swiss Of­fi­cial Gaz­ette of Com­merce.

¹ Shares is­sued be­fore the com­pany is entered in the com­mer­cial re­gister are void; however, the ob­lig­a­tions arising from the share sub­scrip­tion re­main ef­fect­ive.

² A per­son is­su­ing shares pri­or to such entry is li­able for all res­ult­ant losses.

¹ A per­son act­ing in the name of the com­pany pri­or to entry in the com­mer­cial re­gister is li­able per­son­ally and jointly and sev­er­ally for his ac­tions.

² Where such ob­lig­a­tions were in­curred ex­pressly in the name of the com­pany to be es­tab­lished and are as­sumed by the lat­ter with­in three months of its entry in the com­mer­cial re­gister, the per­sons who con­trac­ted them are re­lieved of li­ab­il­ity and only the com­pany is li­able.

¹ Any res­ol­u­tion ad­op­ted by the gen­er­al meet­ing or the board of dir­ect­ors con­cern­ing an amend­ment of the art­icles of as­so­ci­ation must be done as a pub­lic deed and entered in the com­mer­cial re­gister.

¹ A de­cision to in­crease the share cap­it­al is taken by means of res­ol­u­tion passed by the gen­er­al meet­ing; it must be car­ried out by the board of dir­ect­ors with­in three months.

² The res­ol­u­tion of the gen­er­al meet­ing must be done as a pub­lic deed and spe­cify:

1.

the full nom­in­al value by which the share cap­it­al is to be in­creased and the amount of con­tri­bu­tions to be paid up;

2.

the num­ber, nom­in­al value and type of shares and the pref­er­en­tial rights at­tach­ing to spe­cif­ic share classes;

3.

the is­sue price or the au­thor­ity con­ferred on the board of dir­ect­ors to set the price, and the date on which the di­vidend en­ti­tle­ment com­mences;

4.

the type of cap­it­al con­tri­bu­tions to be made and, in the case of con­tri­bu­tions in kind, their nature and value, the name of the con­trib­ut­or and the shares due to him in ex­change;

5.

in the case of ac­quis­i­tions in kind, the nature of such as­sets, the name of the con­trib­ut­or and the con­sid­er­a­tion provided by the com­pany;

6.

the nature and value of spe­cial priv­ileges and the names of the be­ne­fi­ciar­ies;

7.

any re­stric­tion on the trans­fer­ab­il­ity of new re­gistered shares;

8.

any re­stric­tions on or can­cel­la­tion of sub­scrip­tion rights and the al­loc­a­tion of sub­scrip­tion rights that have not been ex­er­cised or have been with­drawn;

9.

the con­di­tions to be met when ex­er­cising con­trac­tu­al sub­scrip­tion rights.

³ Where the cap­it­al in­crease is not entered in the com­mer­cial re­gister with­in three months, the res­ol­u­tion of the gen­er­al meet­ing lapses.

¹ By amend­ing the art­icles of as­so­ci­ation, the gen­er­al meet­ing may au­thor­ise the board of dir­ect­ors to in­crease the share cap­it­al with­in a peri­od of no more than two years.

² The art­icles of as­so­ci­ation lay down the nom­in­al amount by which the board of dir­ect­ors may in­crease the share cap­it­al. Such au­thor­ised cap­it­al may not ex­ceed one-half of the ex­ist­ing share cap­it­al.

³ Fur­ther, the art­icles of as­so­ci­ation stip­u­late the same in­form­a­tion as re­quired for an or­din­ary cap­it­al in­crease, with the ex­cep­tion of the spe­cific­a­tions con­cern­ing the is­sue amount, the type of con­tri­bu­tions, ac­quis­i­tions in kind and the date on which the di­vidend en­ti­tle­ment com­mences.

⁴ With­in the lim­its of its au­thor­ity, the board of dir­ect­ors may carry out share cap­it­al in­creases. In so do­ing it en­acts the ne­ces­sary pro­vi­sions where these are not already laid down in the res­ol­u­tion of the gen­er­al meet­ing.

⁵ The fore­go­ing para­graphs are sub­ject to the reg­u­la­tions of the Bank­ing Act of 8 Novem­ber 1934³³⁰ on re­serve cap­it­al.³³¹

¹ Fol­low­ing every cap­it­al in­crease, the board of dir­ect­ors re­duces the nom­in­al amount of the au­thor­ised cap­it­al in the art­icles of as­so­ci­ation ac­cord­ingly.

² On ex­piry of the time lim­it set for ex­e­cu­tion of the cap­it­al in­crease, the pro­vi­sion con­cern­ing the au­thor­ised cap­it­al in­crease is de­leted from the art­icles of as­so­ci­ation by res­ol­u­tion of the board of dir­ect­ors.

¹ The shares are sub­scribed in a spe­cial doc­u­ment (sub­scrip­tion form) in ac­cord­ance with the pro­vi­sions gov­ern­ing the es­tab­lish­ment of the com­pany.

² The sub­scrip­tion form must make ref­er­ence to the res­ol­u­tion of the gen­er­al meet­ing con­cern­ing the share cap­it­al in­crease or the au­thor­isa­tion of such in­crease and to the res­ol­u­tion of the board of dir­ect­ors con­cern­ing the share cap­it­al in­crease. Where the law re­quires an is­sue pro­spect­us, the sub­scrip­tion form also refers to this.

³ Where the sub­scrip­tion form does not in­dic­ate a time lim­it, it ceases to be bind­ing three months after it was signed.

¹ Every share­hold­er is en­titled to the pro­por­tion of the newly is­sued shares that cor­res­ponds to his ex­ist­ing par­ti­cip­a­tion.

² A res­ol­u­tion by the gen­er­al meet­ing to in­crease the share cap­it­al may can­cel this sub­scrip­tion right only for good cause. In par­tic­u­lar, the takeover of com­pan­ies, parts of com­pan­ies or equity in­terests and em­ploy­ee share own­er­ship are deemed to be good cause. The can­cel­la­tion of the sub­scrip­tion right must not res­ult in any im­prop­er ad­vant­age or dis­ad­vant­age to the parties in­volved.

³ Where the com­pany has gran­ted a share­hold­er the right to sub­scribe to shares, it may not bar him from ex­er­cising such right on the basis of a re­stric­tion on the trans­fer­ab­il­ity of re­gistered shares laid down in the art­icles of as­so­ci­ation.

Un­less the law provides oth­er­wise, cap­it­al con­tri­bu­tions must be made in ac­cord­ance with the pro­vi­sions gov­ern­ing the es­tab­lish­ment of the com­pany.

¹ The share cap­it­al may also be in­creased through con­ver­sion of freely dis­pos­able equity cap­it­al.

² The equity cap­it­al used to meet the amount of the in­crease is shown in the an­nu­al ac­counts as ap­proved by the share­hold­ers and in the audit re­port of a li­censed aud­it­or. If more than six months have elapsed since the ac­count­ing cut-off date, audited in­ter­im ac­counts are re­quired.³³⁸

The board of dir­ect­ors draws up a writ­ten re­port in which it gives ac­count of:

1.

the nature and con­di­tion of con­tri­bu­tions in kind or ac­quis­i­tions in kind and the ap­pro­pri­ate­ness of their valu­ation;

2.

the ex­ist­ence of debts and wheth­er such debts may be set off;

3.

the free dis­pos­ab­il­ity of the equity cap­it­al thus con­ver­ted;

4.

com­pli­ance with the res­ol­u­tion of the gen­er­al meet­ing, in par­tic­u­lar con­cern­ing re­stric­tions on or can­cel­la­tion of sub­scrip­tion rights and the al­loc­a­tion of sub­scrip­tion rights that have not been ex­er­cised or have been with­drawn;

5.

the reas­ons for and ap­pro­pri­ate­ness of spe­cial priv­ileges ac­cor­ded to spe­cif­ic share­hold­ers or oth­er per­sons.

¹ A li­censed aud­it­or veri­fies the cap­it­al in­crease re­port and con­firms in writ­ing that it is com­plete and ac­cur­ate.³⁴¹

² No such audit con­firm­a­tion is re­quired where the cap­it­al con­tri­bu­tion for the new share cap­it­al is made in money, the share cap­it­al in­crease is not for the pur­pose of fund­ing an ac­quis­i­tion in kind and sub­scrip­tion rights are not re­stric­ted or can­celled.

¹ Once the cap­it­al in­crease re­port and, where re­quired, the audit con­firm­a­tion are avail­able, the board of dir­ect­ors amends the art­icles of as­so­ci­ation and de­clares:

1.

that all shares are val­idly sub­scribed for;

2.

that the prom­ised cap­it­al con­tri­bu­tions cor­res­pond to the full is­sue price;

3.

that the con­tri­bu­tions have been made in ac­cord­ance with the re­quire­ments pre­scribed by law, the art­icles of as­so­ci­ation and the res­ol­u­tion of the gen­er­al meet­ing;

4.³⁴³

that there are no oth­er con­tri­bu­tions in kind, ac­quis­i­tions in kind or in­ten­ded ac­quis­i­tions in kind, in­stances of off­set­ting or spe­cial priv­ileges oth­er than those men­tioned in the sup­port­ing doc­u­ments.

² The res­ol­u­tion and de­clar­a­tions must be done as pub­lic deeds. The not­ary must cite each of the doc­u­ments sup­port­ing the cap­it­al in­crease in­di­vidu­ally and con­firm that they were presen­ted to the board of dir­ect­ors.

³ The amended art­icles of as­so­ci­ation, cap­it­al in­crease re­port, audit con­firm­a­tion, agree­ments on con­tri­bu­tions in kind and avail­able agree­ments on ac­quis­i­tions in kind must be en­closed with the pub­lic deed.

¹ The board of dir­ect­ors no­ti­fies the amend­ment of the art­icles of as­so­ci­ation and its de­clar­a­tions for entry in the com­mer­cial re­gister.

² It must sub­mit:

1.

the pub­lic deeds con­cern­ing the res­ol­u­tions of the gen­er­al meet­ing and of the board of dir­ect­ors with their en­clos­ures;

2.

an au­then­tic­ated copy of the amended art­icles of as­so­ci­ation.

³ Shares is­sued pri­or to entry of the cap­it­al in­crease are void; the ob­lig­a­tions arising from the share sub­scrip­tion re­main ef­fect­ive.

¹ The gen­er­al meet­ing may re­solve to make a con­tin­gent cap­it­al in­crease by stip­u­lat­ing in the art­icles of as­so­ci­ation that cred­it­ors of new bonds and sim­il­ar debt in­stru­ments is­sued by the com­pany or its group com­pan­ies and em­ploy­ees will be gran­ted rights to sub­scribe to new shares (con­ver­sion or op­tion rights).

² The share cap­it­al auto­mat­ic­ally in­creases whenev­er and to the ex­tent that such con­ver­sion or op­tion rights are ex­er­cised and the con­tri­bu­tion ob­lig­a­tions are dis­charged by set-off or pay­ment.

⁵ The fore­go­ing para­graphs are sub­ject to the reg­u­la­tions of the Bank­ing Act of 8 Novem­ber 1934³⁴⁶ on re­serve cap­it­al.³⁴⁷

¹ The nom­in­al amount by which the share cap­it­al may be in­creased in this con­tin­gent man­ner must not ex­ceed one-half of the ex­ist­ing share cap­it­al.

² The cap­it­al con­tri­bu­tion must be at least equal to the nom­in­al value.

¹ The art­icles of as­so­ci­ation must stip­u­late:

1.

the nom­in­al amount of the con­tin­gent cap­it­al in­crease;

2.

the num­ber, nom­in­al value and type of shares;

3.

the be­ne­fi­ciar­ies of con­ver­sion or op­tion rights;

4.

the can­cel­la­tion of the sub­scrip­tion rights of ex­ist­ing share­hold­ers;

5.

pref­er­en­tial rights at­tached to spe­cif­ic share classes;

6.

the re­stric­tions on the trans­fer­ab­il­ity of newly re­gistered shares.

² Where the bonds or sim­il­ar debt in­stru­ments to which the con­ver­sion or op­tion rights at­tach are not offered first to the share­hold­ers for sub­scrip­tion, the art­icles of as­so­ci­ation must also stip­u­late:

1.

the con­di­tions on which the con­ver­sion or op­tion rights may be ex­er­cised;

2.

the basis on which the is­sue amount is to be cal­cu­lated.

³ Con­ver­sion or op­tion rights gran­ted be­fore the pro­vi­sion of the art­icles of as­so­ci­ation con­cern­ing the con­tin­gent cap­it­al in­crease has been entered in the com­mer­cial re­gister are void.

¹ Where bonds or sim­il­ar debt in­stru­ments to which con­ver­sion or op­tion rights at­tach are to be is­sued as part of a con­tin­gent cap­it­al in­crease, they must be offered first to the share­hold­ers for sub­scrip­tion in pro­por­tion to the share­hold­ers’ ex­ist­ing par­ti­cip­a­tions.

² This pri­or­ity sub­scrip­tion right may be re­stric­ted or can­celled for good cause.

³ Any can­cel­la­tion of sub­scrip­tion rights re­quired in or­der to carry out a con­tin­gent cap­it­al in­crease and any re­stric­tion or can­cel­la­tion of pri­or­ity sub­scrip­tion rights must not res­ult in any im­prop­er ad­vant­age or dis­ad­vant­age to the parties in­volved.

¹ A cred­it­or or em­ploy­ee who holds a con­ver­sion or op­tion right to ac­quire re­gistered shares may not be barred from ex­er­cising that right on ac­count of re­stric­tions on the trans­fer­ab­il­ity of re­gistered shares, un­less this pos­sib­il­ity is re­served in the art­icles of as­so­ci­ation and the is­sue pro­spect­us.

² Con­ver­sion or op­tion rights may be ad­versely af­fected by a share cap­it­al in­crease, by the is­sue of new con­ver­sion or op­tion rights, or in some oth­er man­ner only if the con­ver­sion price is lowered or the be­ne­fi­ciar­ies are gran­ted some oth­er form of ad­equate com­pens­a­tion or if the share­hold­ers suf­fer the same ad­verse ef­fect.

¹ Con­ver­sion or op­tion rights are ex­er­cised by mak­ing a writ­ten de­clar­a­tion that refers to the pro­vi­sion of the art­icles of as­so­ci­ation con­cern­ing the con­tin­gent cap­it­al in­crease; where the law re­quires an is­sue pro­spect­us, the de­clar­a­tion must refer to it.

² A cap­it­al con­tri­bu­tion in money or by set-off must be made through a bank­ing in­sti­tu­tion sub­ject to the Bank­ing Act of 8 Novem­ber 1934³⁵³.

³ The share­hold­er’s rights are es­tab­lished when the cap­it­al con­tri­bu­tion is made.

¹ At the end of each fin­an­cial year, or earli­er at the re­quest of the board of dir­ect­ors, a li­censed audit ex­pert veri­fies wheth­er the is­sue of the new shares was in con­form­ity with the law, the art­icles of as­so­ci­ation and, where re­quired, the is­sue pro­spect­us.³⁵⁵

² The aud­it­or con­firms this in writ­ing.

¹ On re­ceipt of the audit con­firm­a­tion, the board of dir­ect­ors draws up a pub­lic deed stat­ing the num­ber, nom­in­al value and type of the newly is­sued shares, the pref­er­en­tial rights at­tach­ing to spe­cif­ic share classes and the status of the share cap­it­al as at the end of the fin­an­cial year or the date of the audit. It amends the art­icles of as­so­ci­ation as ne­ces­sary.

² In the pub­lic deed, the not­ary states that the audit con­firm­a­tion con­tains the re­quired in­form­a­tion.

The board of dir­ect­ors ap­plies for the amend­ment to the art­icles of as­so­ci­ation to be entered in the com­mer­cial re­gister with­in three months of the end of the fin­an­cial year and files the pub­lic deed and the audit con­firm­a­tion.

¹ Where the con­ver­sion or op­tion rights are ex­tinct and this is con­firmed in a writ­ten re­port drawn up by a li­censed audit ex­pert, the board of dir­ect­ors an­nuls the pro­vi­sions of the art­icles of as­so­ci­ation con­cern­ing the con­tin­gent cap­it­al in­crease.

² In such pub­lic deed the not­ary states that the aud­it­ors’ re­port con­tains the re­quired in­form­a­tion.

¹ Pur­su­ant to or by amend­ment of the art­icles of as­so­ci­ation, the gen­er­al meet­ing may re­solve that pref­er­ence shares be is­sued or that ex­ist­ing shares be con­ver­ted in­to pref­er­ence shares.

² Where a com­pany has is­sued pref­er­ence shares, fur­ther pref­er­ence shares con­fer­ring pref­er­en­tial rights over the ex­ist­ing pref­er­ence shares may be is­sued only with the con­sent of both a spe­cial meet­ing of the ad­versely af­fected hold­ers of the ex­ist­ing pref­er­ence shares and of a gen­er­al meet­ing of all share­hold­ers, un­less oth­er­wise provided in the art­icles of as­so­ci­ation.

³ The same ap­plies to any pro­pos­al to vary or can­cel pref­er­en­tial rights at­tached to the pref­er­ence shares that were con­ferred pur­su­ant to the art­icles of as­so­ci­ation.

¹ Pref­er­ence shares en­joy the pref­er­en­tial rights vis-à-vis or­din­ary shares that are ex­pressly con­ferred on them by the ori­gin­al art­icles of as­so­ci­ation or by amend­ment there­of. In oth­er re­spects they are of equal status with the or­din­ary shares.

² In par­tic­u­lar, pref­er­en­tial rights may re­late to the di­vidend, with or without rights to cu­mu­lat­ive di­vidends, to the share in the pro­ceeds of li­quid­a­tion and to sub­scrip­tion rights in the event that new shares are is­sued.

¹ The art­icles of as­so­ci­ation may provide for par­ti­cip­a­tion cap­it­al di­vided in­to spe­cif­ic amounts (par­ti­cip­a­tion cer­ti­fic­ates). These par­ti­cip­a­tion cer­ti­fic­ates are is­sued against a cap­it­al con­tri­bu­tion, have a nom­in­al value and do not con­fer vot­ing rights.

² Un­less oth­er­wise provided by law, the pro­vi­sions gov­ern­ing share cap­it­al, shares and share­hold­ers also ap­ply to the par­ti­cip­a­tion cap­it­al, par­ti­cip­a­tion cer­ti­fic­ates and par­ti­cip­a­tion cer­ti­fic­ate hold­ers.

³ The par­ti­cip­a­tion cer­ti­fic­ates must be des­ig­nated as such.

¹ Par­ti­cip­a­tion cap­it­al must not ex­ceed an amount equal to double the share cap­it­al.

² The pro­vi­sions gov­ern­ing min­im­um cap­it­al and the min­im­um total con­tri­bu­tion do not ap­ply.

³ For the pur­poses of the pro­vi­sions gov­ern­ing re­stric­tions on ac­quis­i­tion of a com­pany's own shares, the gen­er­al re­serve, the in­stig­a­tion of a spe­cial audit against the will of the gen­er­al meet­ing and duty of no­ti­fic­a­tion in the event of cap­it­al loss, par­ti­cip­a­tion cap­it­al is deemed to be part of the share cap­it­al.

⁴ An au­thor­ised or con­tin­gent in­crease of the share and par­ti­cip­a­tion cap­it­al must not in total ex­ceed one-half of the com­bined ex­ist­ing share and par­ti­cip­a­tion cap­it­al.

⁵ Par­ti­cip­a­tion cap­it­al may be cre­ated by means of an au­thor­ised or con­tin­gent cap­it­al in­crease.

¹ Par­ti­cip­a­tion cer­ti­fic­ate hold­ers have no vot­ing rights and, un­less oth­er­wise provided by the art­icles of as­so­ci­ation, none of the rights as­so­ci­ated there­with.

² Rights as­so­ci­ated with vot­ing rights are the right to con­vene a gen­er­al meet­ing, the right to at­tend such a meet­ing, the right to in­form­a­tion, the right of in­spec­tion and the right to table mo­tions.

³ Where the art­icles of as­so­ci­ation do not grant a par­ti­cip­a­tion cer­ti­fic­ate hold­er the right to in­form­a­tion, the right of in­spec­tion or the right to in­stig­ate a spe­cial audit (Art. 697a et seq.), he may sub­mit a writ­ten re­quest for in­form­a­tion, ac­cess to doc­u­ments or the in­stig­a­tion of a spe­cial audit to the gen­er­al meet­ing.

¹ Whenev­er a gen­er­al meet­ing is con­vened, no­tice must be giv­en to par­ti­cip­a­tion cer­ti­fic­ate hold­ers to­geth­er with the agenda items and the mo­tions tabled.

² Every res­ol­u­tion passed by the gen­er­al meet­ing must be made avail­able without delay at the seat of the com­pany and in its re­gistered branch of­fices for in­spec­tion by par­ti­cip­a­tion cer­ti­fic­ate hold­ers. Their at­ten­tion must be drawn to this in the no­tice re­lat­ing to the meet­ing.

The art­icles of as­so­ci­ation may grant par­ti­cip­a­tion cer­ti­fic­ate hold­ers the right to have a rep­res­ent­at­ive on the board of dir­ect­ors.

¹ The art­icles of as­so­ci­ation must not place par­ti­cip­a­tion cer­ti­fic­ate hold­ers at a dis­ad­vant­age as against share­hold­ers in re­spect of the dis­tri­bu­tion of the dis­pos­able profit and the pro­ceeds of li­quid­a­tion and sub­scrip­tion to new shares.

² Where sev­er­al share classes ex­ist, the par­ti­cip­a­tion cer­ti­fic­ates must be treated as at least equi­val­ent to the low­est rank­ing share class.

³ Amend­ments to the art­icles of as­so­ci­ation and oth­er res­ol­u­tions of the gen­er­al meet­ing that ad­versely af­fect the po­s­i­tion of par­ti­cip­a­tion cer­ti­fic­ate hold­ers are per­mit­ted only if they also ad­versely af­fect the po­s­i­tion of the share­hold­ers to whom the par­ti­cip­a­tion cer­ti­fic­ate hold­ers are equal in status to the same de­gree.

⁴ Un­less oth­er­wise provided by the art­icles of as­so­ci­ation, the pref­er­en­tial rights of par­ti­cip­a­tion cer­ti­fic­ate hold­ers and their rights to par­ti­cip­ate in the com­pany’s gov­ernance as laid down by the art­icles of as­so­ci­ation may be re­stric­ted or can­celled only with the con­sent of a spe­cial meet­ing of the par­ti­cip­a­tion cer­ti­fic­ate hold­ers con­cerned and of the gen­er­al meet­ing of all share­hold­ers.

¹ Where par­ti­cip­a­tion cap­it­al is cre­ated, the share­hold­ers have a sub­scrip­tion right as for the is­sue of new shares.

² The art­icles of as­so­ci­ation may provide that share­hold­ers may sub­scribe only to shares and par­ti­cip­a­tion cer­ti­fic­ate hold­ers only to par­ti­cip­a­tion cer­ti­fic­ates where the share cap­it­al and the par­ti­cip­a­tion cap­it­al are to be in­creased sim­ul­tan­eously in the same pro­por­tions.

³ Where only the par­ti­cip­a­tion cap­it­al or only the share cap­it­al is to be in­creased or one is to be in­creased by a great­er pro­por­tion, the sub­scrip­tion rights must be al­loc­ated so that share­hold­ers and par­ti­cip­a­tion cer­ti­fic­ate hold­ers may re­tain their re­l­at­ive par­ti­cip­a­tions in the over­all cap­it­al.

¹ The art­icles of as­so­ci­ation may provide for the cre­ation of di­vidend rights cer­ti­fic­ates in fa­vour of per­sons linked with the com­pany by pre­vi­ous cap­it­al par­ti­cip­a­tion or by vir­tue of be­ing share­hold­ers, cred­it­ors, em­ploy­ees or sim­il­ar. The art­icles of as­so­ci­ation must in­dic­ate the num­ber of di­vidend rights cer­ti­fic­ates is­sued and the nature of the as­so­ci­ated rights.

² Such di­vidend rights cer­ti­fic­ates en­title their hold­ers only to a share in the dis­pos­able profit or the pro­ceeds of li­quid­a­tion or to sub­scribe to new shares.

³ The di­vidend rights cer­ti­fic­ate must not have a nom­in­al value; it must not be called a par­ti­cip­a­tion cer­ti­fic­ate or is­sued in ex­change for a cap­it­al con­tri­bu­tion stated as an as­set in the bal­ance sheet.

⁴ By op­er­a­tion of law, the be­ne­fi­ciar­ies un­der di­vidend rights cer­ti­fic­ates form a com­munity to which the pro­vi­sions gov­ern­ing the com­munity of bond cred­it­ors ap­ply mu­tatis mutandis. However, a de­cision to waive some or all rights un­der di­vidend rights cer­ti­fic­ates is bind­ing only if taken by the hold­ers of a ma­jor­ity of all such cer­ti­fic­ates in cir­cu­la­tion.

⁵ Di­vidend rights cer­ti­fic­ates may be cre­ated in fa­vour of the com­pany’s founder mem­bers only by means of the ori­gin­al art­icles of as­so­ci­ation.

¹ The com­pany may ac­quire its own shares only where freely dis­pos­able equity cap­it­al is avail­able in the re­quired amount and the com­bined nom­in­al value of all such shares does not ex­ceed 10 per cent of the share cap­it­al.

² Where re­gistered shares are ac­quired in con­nec­tion with a re­stric­tion on trans­fer­ab­il­ity, the fore­go­ing up­per lim­it is 20 per cent. The com­pany’s own shares that ex­ceed the threshold of 10 per cent of the share cap­it­al must be sold or can­celled by means of a cap­it­al re­duc­tion with­in two years.

¹ The vot­ing rights on the com­pany’s own shares and the rights as­so­ci­ated there­with are sus­pen­ded.

² The com­pany must set aside an amount equi­val­ent to the cost of ac­quir­ing its own shares as a sep­ar­ate re­serve.

¹ Where a com­pany holds a ma­jor­ity in­terest in a sub­si­di­ary, any ac­quis­i­tion of its shares by such sub­si­di­ary is sub­ject to the same re­stric­tions and has the same con­sequences as the ac­quis­i­tion of its own shares.

² Where a com­pany ac­quires a ma­jor­ity in­terest in an­oth­er com­pany which holds shares of the ac­quirer, these shares are deemed the ac­quirer’s own shares.

³ The ob­lig­a­tion to form a re­serve rests with the com­pany hold­ing the ma­jor­ity in­terest.