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;

3.⁴⁵²

to ap­prove the man­age­ment re­port and the con­sol­id­ated ac­counts;

4.

to ap­prove the an­nu­al ac­counts and 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.

to dis­charge the mem­bers of the board of dir­ect­ors;

6.

to pass res­ol­u­tions con­cern­ing the mat­ters re­served to the gen­er­al meet­ing by law or the art­icles of as­so­ci­ation.⁴⁵³

¹ The gen­er­al meet­ing is con­vened by the board of dir­ect­ors or, where ne­ces­sary, by the ex­tern­al aud­it­ors.⁴⁵⁵ The li­quid­at­ors and the rep­res­ent­at­ives of bond cred­it­ors also have the right to con­vene gen­er­al meet­ings.

² The or­din­ary gen­er­al meet­ing takes place every year with­in six months of the end of the fin­an­cial year, and ex­traordin­ary gen­er­al meet­ings are con­vened as and when re­quired.

³ A gen­er­al meet­ing may also be con­vened by one or more share­hold­ers to­geth­er rep­res­ent­ing at least 10 per cent of the share cap­it­al. Share­hold­ers to­geth­er rep­res­ent­ing shares with a nom­in­al value of 1 mil­lion francs may de­mand that an item be placed on the agenda. Meet­ings are con­vened and items placed on the agenda by writ­ten re­quest, in­clud­ing de­tails of agenda items and mo­tions.⁴⁵⁶

⁴ Where the board of dir­ect­ors fails to grant such a re­quest with­in a reas­on­able time, the court must at the re­quest of the ap­plic­ant or­der that a gen­er­al meet­ing be con­vened.

¹ No­tice con­ven­ing the gen­er­al meet­ing must be giv­en no later than 20 days be­fore the date for which it is sched­uled in the form pre­scribed by the art­icles of as­so­ci­ation.

² The no­tice con­ven­ing the meet­ing must in­clude the agenda items and the mo­tions of the board of dir­ect­ors and the share­hold­ers who have re­ques­ted that a gen­er­al meet­ing be called or an item be placed on the agenda.

³ No res­ol­u­tions may be made on mo­tions re­lat­ing to agenda items that were not duly no­ti­fied; ex­cep­tions to this are mo­tions to con­vene an ex­traordin­ary gen­er­al meet­ing or to carry out a spe­cial audit and to ap­point an aud­it­or at the re­quest of a share­hold­er.⁴⁵⁸.

⁴ No ad­vance no­tice is re­quired to pro­pose mo­tions on duly no­ti­fied agenda items and to de­bate items without passing res­ol­u­tions.

¹ The own­ers or rep­res­ent­at­ives of all the com­pany’s shares may, if no ob­jec­tion is raised, hold a gen­er­al meet­ing without com­ply­ing with the form­al re­quire­ments for con­ven­ing meet­ings.

² This meet­ing may hold val­idly dis­cuss and pass bind­ing res­ol­u­tions on all mat­ters with­in the re­mit of the gen­er­al meet­ing, provided that the own­ers or rep­res­ent­at­ives of all the shares are present.

¹ The board of dir­ect­ors takes the ne­ces­sary meas­ures to de­term­ine vot­ing rights.

² It en­sures that minutes are kept. These re­cord:

1.

the num­ber, type, nom­in­al value and class of shares rep­res­en­ted by the share­hold­ers, gov­ern­ing of­ficers, in­de­pend­ent vot­ing right rep­res­ent­at­ives and cus­todi­ans act­ing as rep­res­ent­at­ives;

2.

the res­ol­u­tions and res­ults of the elec­tions;

3.

the re­quests for in­form­a­tion and the an­swers giv­en in reply;

4.

the state­ments made by share­hold­ers for the re­cord.

³ The share­hold­ers are en­titled to in­spect the minutes.

The mem­bers of the board of dir­ect­ors are en­titled to par­ti­cip­ate in the gen­er­al meet­ing. They may table mo­tions.

Un­less oth­er­wise provided by law or the art­icles of as­so­ci­ation, the gen­er­al meet­ing passes res­ol­u­tions and con­ducts elec­tions by an ab­so­lute ma­jor­ity of the vot­ing rights rep­res­en­ted.

¹ A res­ol­u­tion by the gen­er­al meet­ing re­quires at least two-thirds of the vot­ing rights rep­res­en­ted and an ab­so­lute ma­jor­ity of the nom­in­al value of shares rep­res­en­ted for:

1.

any amend­ment of the com­pany’s ob­jects;

2.

the in­tro­duc­tion of shares with pref­er­en­tial vot­ing rights;

3.

any re­stric­tion on the trans­fer­ab­il­ity of re­gistered shares;

4.⁴⁶³

an au­thor­ised or con­tin­gent cap­it­al in­crease or the cre­ation of re­serve cap­it­al in ac­cord­ance with Art­icle 12 of the Bank­ing Act of 8 Novem­ber 1934⁴⁶⁴;

5.

a cap­it­al in­crease fun­ded by equity cap­it­al, against con­tri­bu­tions in kind or to fund ac­quis­i­tions in kind and the grant­ing of spe­cial priv­ileges;

6.

any re­stric­tion or can­cel­la­tion of the sub­scrip­tion right;

7.

a re­lo­ca­tion of the seat of the com­pany;

8.⁴⁶⁵

the dis­sol­u­tion of the com­pany

² Pro­vi­sions of the art­icles of as­so­ci­ation which stip­u­late that lar­ger ma­jor­it­ies than those pre­scribed by law are re­quired in or­der to make cer­tain res­ol­u­tions may them­selves be in­tro­duced only with the planned ma­jor­ity.

³ Re­gistered share­hold­ers who did not vote in fa­vour of a res­ol­u­tion to amend the com­pany’s ob­jects or to in­tro­duce shares with pref­er­en­tial vot­ing rights are not bound by re­stric­tions on the trans­fer­ab­il­ity of their shares im­posed by the art­icles of as­so­ci­ation for six months fol­low­ing pub­lic­a­tion of such res­ol­u­tions in the Swiss Of­fi­cial Gaz­ette of Com­merce.

The res­ol­u­tion of the gen­er­al meet­ing on the con­ver­sion of bear­er shares in­to re­gistered shares may be passed by a ma­jor­ity of votes cast. The art­icles of as­so­ci­ation must not im­pede the con­ver­sion.

¹ The gen­er­al meet­ing is en­titled to dis­miss the mem­bers of the board of dir­ect­ors and the ex­tern­al aud­it­ors and any re­gistered at­tor­neys or com­mer­cial agents ap­poin­ted by them.

² The claims for com­pens­a­tion of per­sons thus dis­missed are re­served.

¹ The board of dir­ect­ors and every share­hold­er may chal­lenge res­ol­u­tions of the gen­er­al meet­ing which vi­ol­ate the law or the art­icles of as­so­ci­ation by bring­ing ac­tion against the com­pany be­fore the court.

² In par­tic­u­lar, chal­lenges may be brought against res­ol­u­tions which

1.

re­move or re­strict the rights of share­hold­ers in breach of the law or the art­icles of as­so­ci­ation;

2.

re­move or re­strict the rights of share­hold­ers in an im­prop­er man­ner;

3.

give rise to the un­equal treat­ment or dis­ad­vantaging of the share­hold­ers in a man­ner not jus­ti­fied by the com­pany’s ob­jects;

4.

trans­form the com­pany in­to a non-profit or­gan­isa­tion without the con­sent of all the share­hold­ers.⁴⁶⁹

^3–4 ...⁴⁷⁰

⁵ A court judg­ment that an­nuls a res­ol­u­tion made by the gen­er­al meet­ing is ef­fect­ive for and against all the share­hold­ers.

¹ The right to chal­lenge lapses if the ac­tion is not brought with­in two months of the gen­er­al meet­ing.

² Where the board of dir­ect­ors is the claimant, the court ap­points a rep­res­ent­at­ive for the com­pany.

³ ...⁴⁷²

In par­tic­u­lar, res­ol­u­tions of the gen­er­al meet­ing are void if they:

1.

re­move or re­strict the right to par­ti­cip­ate in the gen­er­al meet­ing, the min­im­um vot­ing right, the right to take leg­al ac­tion or oth­er share­hold­er rights that are man­dat­ory in law;

2.

re­strict the share­hold­ers’ rights of con­trol bey­ond the leg­ally per­miss­ible de­gree, or

3.

dis­reg­ard the ba­sic struc­tures of the com­pany lim­ited by shares or the pro­vi­sions on cap­it­al pro­tec­tion.

¹ The com­pany’s board of dir­ect­ors com­prises one or more mem­bers.⁴⁷⁷

² ...⁴⁷⁸

³ Where a leg­al en­tity or com­mer­cial com­pany holds an equity par­ti­cip­a­tion in the com­pany, it is not eli­gible as such to serve as a mem­ber of the board of dir­ect­ors; however, its rep­res­ent­at­ive may be elec­ted in its stead.

¹ Where two or more dif­fer­ent share classes ex­ist with re­gard to vot­ing or prop­erty rights, the art­icles of as­so­ci­ation must stip­u­late that the share­hold­ers of each dif­fer­ent share class are en­titled to elect at least one rep­res­ent­at­ive to the board of dir­ect­ors.

² The art­icles of as­so­ci­ation may con­tain spe­cial pro­vi­sions to pro­tect minor­it­ies or spe­cif­ic groups of share­hold­ers.

¹ The mem­bers of the board of dir­ect­ors are elec­ted for a three-year term of of­fice un­less the art­icles of as­so­ci­ation provide oth­er­wise. However, the term of of­fice must not ex­ceed six years.

² Re-elec­tion is pos­sible.

¹ The board of dir­ect­ors ap­points a chair­man and a sec­ret­ary. The lat­ter need not be a mem­ber of the board of dir­ect­ors.

² The art­icles of as­so­ci­ation may stip­u­late that the chair­man be elec­ted by the gen­er­al meet­ing.

¹ The res­ol­u­tions of the board of dir­ect­ors are made by ma­jor­ity of votes cast. The chair­man has a cast­ing vote, un­less the art­icles of as­so­ci­ation provide oth­er­wise.

² Res­ol­u­tions may also be made by writ­ten con­sent to a pro­posed mo­tion, provided no mem­ber re­quests that it be de­bated or­ally.

³ Minutes are kept of the board’s dis­cus­sions and res­ol­u­tions and signed by the chair­man and the sec­ret­ary.

The grounds for the nullity of res­ol­u­tions by the gen­er­al meet­ing ap­ply mu­tatis mutandis to res­ol­u­tions by the board of dir­ect­ors.

Any mem­ber of the board of dir­ect­ors may re­quest that the chair­man con­vene a meet­ing without delay, but must state the reas­ons for his re­quest.

¹ Any mem­ber of the board of dir­ect­ors may re­quest in­form­a­tion on any com­pany busi­ness.

² At meet­ings, all mem­bers of the board of dir­ect­ors and all per­sons en­trus­ted with man­aging the com­pany’s busi­ness are ob­liged to give in­form­a­tion.

³ Out­side meet­ings, any mem­ber may re­quest in­form­a­tion from the per­sons en­trus­ted with man­aging the com­pany’s busi­ness con­cern­ing the com­pany’s busi­ness per­form­ance and, with the chair­man’s au­thor­isa­tion, spe­cif­ic trans­ac­tions.

⁴ Where re­quired for the per­form­ance of his du­ties, any mem­ber may re­quest the chair­man to have books of ac­count and doc­u­ments made avail­able to him for in­spec­tion.

⁵ If the chair­man re­fuses a re­quest for in­form­a­tion, a re­quest to be heard or an ap­plic­a­tion to in­spect doc­u­ments, the board of dir­ect­ors rules on the mat­ter.

⁶ Rul­ings or res­ol­u­tions of the board of dir­ect­ors con­fer­ring on the dir­ect­ors more ex­tens­ive rights to ob­tain in­form­a­tion or in­spect doc­u­ments are re­served.

¹ The board of dir­ect­ors may pass res­ol­u­tions on all mat­ters not re­served to the gen­er­al meet­ing by law or the art­icles of as­so­ci­ation.

² The board of dir­ect­ors man­ages the busi­ness of the com­pany, un­less re­spons­ib­il­ity for such man­age­ment has been del­eg­ated.

¹ The board of dir­ect­ors has the fol­low­ing non-trans­fer­able and in­ali­en­able du­ties:

1.

the over­all man­age­ment of the com­pany and the is­su­ing of all ne­ces­sary dir­ect­ives;

2.

de­term­in­a­tion of the com­pany’s or­gan­isa­tion;

3.

the or­gan­isa­tion of the ac­count­ing, fin­an­cial con­trol and fin­an­cial plan­ning sys­tems as re­quired for man­age­ment of the com­pany;

4.

the ap­point­ment and dis­missal of per­sons en­trus­ted with man­aging and rep­res­ent­ing the com­pany;

5.

over­all su­per­vi­sion of the per­sons en­trus­ted with man­aging the com­pany, in par­tic­u­lar with re­gard to com­pli­ance with the law, art­icles of as­so­ci­ation, op­er­a­tion­al reg­u­la­tions and dir­ect­ives;

6.

com­pil­a­tion of the an­nu­al re­port⁴⁹², pre­par­a­tion for the gen­er­al meet­ing and im­ple­ment­a­tion of its res­ol­u­tions;

7.

no­ti­fic­a­tion of the court in the event that the com­pany is over­indebted.

² The board of dir­ect­ors may as­sign re­spons­ib­il­ity for pre­par­ing and im­ple­ment­ing its res­ol­u­tions or mon­it­or­ing trans­ac­tions to com­mit­tees or in­di­vidu­al mem­bers. It must en­sure ap­pro­pri­ate re­port­ing to its mem­bers.

¹ The art­icles of as­so­ci­ation may au­thor­ise the board of dir­ect­ors to del­eg­ate the man­age­ment of all or part of the com­pany’s busi­ness to in­di­vidu­al mem­bers or third parties in ac­cord­ance with its or­gan­isa­tion­al reg­u­la­tions.

² These reg­u­la­tions reg­u­late the man­age­ment of the com­pany’s busi­ness, stip­u­late the bod­ies re­quired to carry this out, define their du­ties and, in par­tic­u­lar, reg­u­late the com­pany’s in­tern­al re­port­ing. On re­quest, the board of dir­ect­ors is­sues in­form­a­tion in writ­ing con­cern­ing the or­gan­isa­tion of the busi­ness man­age­ment to share­hold­ers and com­pany cred­it­ors with a demon­strable in­terest war­rant­ing pro­tec­tion.

³ Where man­age­ment of the com­pany’s busi­ness has not been del­eg­ated, it is the re­spons­ib­il­ity of all the mem­bers of the board of dir­ect­ors.

¹ The mem­bers of the board of dir­ect­ors and third parties en­gaged in man­aging the com­pany’s busi­ness must per­form their du­ties with all due di­li­gence and safe­guard the in­terests of the com­pany in good faith.

² They must af­ford the share­hold­ers equal treat­ment in like cir­cum­stances.

¹ The board of dir­ect­ors rep­res­ents the com­pany ex­tern­ally. Un­less the art­icles of as­so­ci­ation or the or­gan­isa­tion­al reg­u­la­tions stip­u­late oth­er­wise, every mem­ber has au­thor­ity to rep­res­ent the com­pany.

² The board of dir­ect­ors may del­eg­ate the task of rep­res­ent­a­tion to one or more mem­bers (man­aging dir­ect­ors) or third parties (ex­ec­ut­ive of­ficers).

³ At least one mem­ber of the board of dir­ect­ors must be au­thor­ised to rep­res­ent the com­pany.

⁴The com­pany must be able to be rep­res­en­ted by one per­son who is res­id­ent in Switzer­land. This per­son must be a mem­ber of the board of dir­ect­ors or an ex­ec­ut­ive of­ficer. They must have ac­cess to the share re­gister and to the re­gister un­der Art­icle 697l, un­less this re­gister is kept by a fin­an­cial in­ter­me­di­ary.⁴⁹⁶

¹ The per­sons with au­thor­ity to rep­res­ent the com­pany may carry out any leg­al acts on be­half of the com­pany that are con­sist­ent with the com­pany’s ob­jects.

² A re­stric­tion of such au­thor­ity has no ef­fect as against bona fide third parties; any pro­vi­sions gov­ern­ing ex­clus­ive rep­res­ent­a­tion of the prin­cip­al place of busi­ness or a branch of­fice or gov­ern­ing joint rep­res­ent­a­tion of the com­pany that are entered in the com­mer­cial re­gister are ex­cep­tions to this rule.

If the com­pany is rep­res­en­ted in the con­clu­sion of a con­tract by the per­son with whom it is con­clud­ing the con­tract, the con­tract must be done in writ­ing. This re­quire­ment does not ap­ply to con­tract re­lat­ing to every­day busi­ness where the value of the com­pany's goods or ser­vices does not ex­ceed 1,000 francs.

The per­sons with au­thor­ity to rep­res­ent the com­pany must sign by ap­pend­ing their sig­na­ture to the busi­ness name of the com­pany.

The board of dir­ect­ors must ap­ply to have the per­sons with au­thor­ity to rep­res­ent the com­pany entered in the com­mer­cial re­gister and sub­mit an au­then­tic­ated copy of the rel­ev­ant res­ol­u­tion. They must enter their own sig­na­tures in per­son at the com­mer­cial re­gistry or sub­mit these in a duly au­then­tic­ated form.

The board of dir­ect­ors may ap­point re­gistered at­tor­neys and oth­er com­mer­cial agents.

The com­pany is li­able for any dam­age caused by un­au­thor­ised acts car­ried out in the ex­er­cise of his com­pany func­tion by a per­son with au­thor­ity to rep­res­ent the com­pany or man­age its busi­ness.

¹ Where the last an­nu­al bal­ance sheet shows that one-half of the share cap­it­al and the leg­al re­serves are no longer covered, the board of dir­ect­ors must without delay con­vene a gen­er­al meet­ing and pro­pose fin­an­cial re­struc­tur­ing meas­ures.

² Where there is good cause to sus­pect over­indebted­ness, an in­ter­im bal­ance sheet must be drawn up and sub­mit­ted to a li­censed aud­it­or for ex­am­in­a­tion.⁵⁰⁷ If the in­ter­im bal­ance sheet shows that the claims of the com­pany’s cred­it­ors are not covered, wheth­er the as­sets are ap­praised at go­ing con­cern or li­quid­a­tion val­ues, the board of dir­ect­ors must no­ti­fy the court un­less cer­tain com­pany cred­it­ors sub­or­din­ate their claims to those of all oth­er com­pany cred­it­ors to the ex­tent of the cap­it­al de­fi­cit.

³If the com­pany does not have an aud­it­or, the li­censed aud­it­or must com­ply with the re­port­ing du­ties of the aud­it­or con­duct­ing a lim­ited audit.⁵⁰⁸

¹ On re­ceiv­ing no­ti­fic­a­tion, the court com­mences in­solv­ency pro­ceed­ings. On ap­plic­a­tion by the board of dir­ect­ors or by a cred­it­or it may grant a stay of in­solv­ency pro­ceed­ings where there is a pro­spect of fin­an­cial re­struc­tur­ing; in this case the court or­ders meas­ures to pre­serve the com­pany’s as­sets.

² The court may ap­point an ad­min­is­trat­ive re­ceiv­er and either de­prive the board of dir­ect­ors of its power of dis­pos­al or make its res­ol­u­tions con­di­tion­al on the con­sent of the ad­min­is­trat­ive re­ceiv­er. It defines the du­ties of the ad­min­is­trat­ive re­ceiv­er.

³ Pub­lic no­tice of the stay of in­solv­ency pro­ceed­ings is re­quired only where ne­ces­sary to pro­tect third parties.

¹ The board of dir­ect­ors may dis­miss com­mit­tees, man­aging dir­ect­ors, ex­ec­ut­ive of­ficers, re­gistered at­tor­neys and oth­er com­mer­cial agents that it has ap­poin­ted at any time.

² The re­gistered at­tor­neys and com­mer­cial agents ap­poin­ted by the gen­er­al meet­ing may be sus­pen­ded from their du­ties at any time by the board of dir­ect­ors, provid­ing a gen­er­al meet­ing is con­vened im­me­di­ately.

³ Claims for com­pens­a­tion by per­sons dis­missed or sus­pen­ded are re­served.

¹ The fol­low­ing com­pan­ies must have their an­nu­al ac­counts and if ap­plic­able their con­sol­id­ated ac­counts re­viewed by an aud­it­or in an or­din­ary audit:

1.

pub­licly traded com­pan­ies; these are com­pan­ies that:

a.

have equity se­cur­it­ies lis­ted on a stock ex­change,

b.

have bonds out­stand­ing,

c.

con­trib­ute at least 20 per cent of the as­sets or of the turnover to the con­sol­id­ated ac­counts of a com­pany in terms of let­ter a or b;

2.⁵¹²

com­pan­ies that ex­ceed two of the fol­low­ing thresholds in two suc­cess­ive fin­an­cial years:

a.

a bal­ance sheet total of 20 mil­lion francs,

b.

sales rev­en­ue of 40 mil­lion francs,

c.

250 full-time po­s­i­tions on an­nu­al av­er­age;

3.

com­pan­ies that are re­quired to pre­pare con­sol­id­ated ac­counts.

² An or­din­ary audit must be car­ried out if share­hold­ers who rep­res­ent at least 10 per cent of the share cap­it­al so re­quest.

³ If the law does not re­quire an or­din­ary audit of the an­nu­al ac­counts, the art­icles of as­so­ci­ation may provide or the gen­er­al meet­ing may de­cide that the an­nu­al ac­counts be sub­jec­ted to an or­din­ary audit.

¹ If the re­quire­ments for an or­din­ary audit are not met, the com­pany must have its an­nu­al ac­counts re­viewed by an aud­it­or in a lim­ited audit.

² With the con­sent of all the share­hold­ers, a lim­ited audit may be dis­pensed with if the com­pany does not have more than ten full-time em­ploy­ees on an­nu­al av­er­age.

³ The board of dir­ect­ors may re­quest the share­hold­ers in writ­ing for their con­sent. It may set a peri­od of at least 20 days for reply and give no­tice that fail­ure to reply will be re­garded as con­sent.

⁴ If the share­hold­ers have dis­pensed with a lim­ited audit, this also ap­plies for sub­sequent years. Any share­hold­er has however the right, at the latest 10 days be­fore the gen­er­al meet­ing, to re­quest a lim­ited audit. In such an event, the gen­er­al meet­ing must ap­point the aud­it­or.

⁵ The board of dir­ect­ors amends the art­icles of as­so­ci­ation to the ex­tent re­quired and ap­plies to the com­mer­cial re­gister for the de­le­tion or the re­gis­tra­tion of the aud­it­or.

¹ Pub­licly traded com­pan­ies must ap­point as an aud­it­or an audit firm un­der state over­sight in terms of the Aud­it­or Over­sight Act of 16 Decem­ber 2005⁵¹³. They must also ar­range for audits that must be car­ried out in terms of the stat­utory pro­vi­sions by a li­censed aud­it­or or a li­censed audit ex­pert to be car­ried out by a state su­per­vised audit com­pany.

² Oth­er com­pan­ies that are re­quired to have an or­din­ary audit must ap­point as aud­it­or a li­censed audit ex­pert in terms of the Aud­it­or Over­sight Act of 16 Decem­ber 2005. They must also ar­range for audits that must be car­ried out in terms of the stat­utory pro­vi­sions by a li­censed aud­it­or to be car­ried out by a li­censed audit ex­pert.

Com­pan­ies that are re­quired to have a lim­ited audit must ap­point as aud­it­or a li­censed aud­it­or in terms of the Aud­it­or Over­sight Act of 16 Decem­ber 2005⁵¹⁴.

¹ The aud­it­or must be in­de­pend­ent and form its audit opin­ion ob­ject­ively. Its true or ap­par­ent in­de­pend­ence must not be ad­versely af­fected.

² The fol­low­ing are in par­tic­u­lar not com­pat­ible with in­de­pend­ence:

1.

mem­ber­ship of the board of dir­ect­ors, any oth­er de­cision-mak­ing func­tion in the com­pany or any em­ploy­ment re­la­tion­ship with it;

2.

a dir­ect or sig­ni­fic­ant in­dir­ect par­ti­cip­a­tion in the share cap­it­al or a sub­stan­tial claim against or debt due to the com­pany;

3.

a close re­la­tion­ship between the per­son man­aging the audit and a mem­ber of the board of dir­ect­ors, an­oth­er per­son in a de­cision-mak­ing func­tion, or a ma­jor share­hold­er;

4.

the in­volve­ment in the ac­count­ing or the pro­vi­sion of any oth­er ser­vices which give rise to a risk that the aud­it­or will have to re­view its own work;

5.

the as­sump­tion of a duty that leads to eco­nom­ic de­pend­ence;

6.

the con­clu­sion of a con­tract on non-mar­ket con­di­tions or of a con­tract that es­tab­lishes an in­terest on the part of the aud­it­or in the res­ult of the audit;

7.

the ac­cept­ance of valu­able gifts or of spe­cial priv­ileges.

³ The pro­vi­sions on in­de­pend­ence ap­ply to all per­sons in­volved in the audit. If the aud­it­or is a part­ner­ship or a leg­al en­tity, then the pro­vi­sions on in­de­pend­ence also ap­ply to the mem­bers of the su­preme man­age­ment or ad­min­is­trat­ive body and to oth­er per­sons with a de­cision-mak­ing func­tion.

⁴ Em­ploy­ees of the aud­it­or that are not in­volved in the audit may not be mem­bers of the board of dir­ect­ors or ex­er­cise any oth­er de­cision-mak­ing func­tion in the com­pany be­ing audited.

⁵ There is no in­de­pend­ence if per­sons who do not meet the re­quire­ments of in­de­pend­ence are closely con­nec­ted to the aud­it­or, per­sons in­volved in the audit, the mem­bers of the su­preme man­age­ment or ad­min­is­trat­ive bod­ies or oth­ers per­sons with a de­cision-mak­ing func­tion.

⁶ The pro­vi­sions on in­de­pend­ence also ap­ply to com­pan­ies that are un­der the same man­age­ment as the com­pany be­ing audited or the aud­it­or.

¹ The aud­it­or ex­am­ines wheth­er:

1.

the an­nu­al ac­counts and, if ap­plic­able, the con­sol­id­ated ac­counts com­ply with the stat­utory pro­vi­sions, the art­icles of as­so­ci­ation and the chosen set of fin­an­cial re­port­ing stand­ards;

2.

the mo­tion made by the board of dir­ect­ors to the gen­er­al meet­ing on the al­loc­a­tion of the bal­ance sheet profit com­plies with the stat­utory pro­vi­sions and the art­icles of as­so­ci­ation;

3.

there is an in­tern­al sys­tem of con­trol.

² The aud­it­or takes ac­count of the in­tern­al sys­tem of con­trol when car­ry­ing out the audit and in de­term­in­ing the ex­tent of the audit.

³ The man­age­ment of the board of dir­ect­ors is not the sub­ject mat­ter of the audit car­ried out by the aud­it­or.

¹ The aud­it­or provides the board of dir­ect­ors with a com­pre­hens­ive re­port with con­clu­sions on the fin­an­cial re­port­ing, the in­tern­al sys­tem of con­trol as well as the con­duct and the res­ult of the audit.

² The aud­it­or provides the gen­er­al meet­ing with a sum­mary re­port in writ­ing on the res­ult of the audit. This re­port con­tains:

1.

an as­sess­ment on the res­ult of the audit;

2.

in­form­a­tion on in­de­pend­ence;

3.

in­form­a­tion on the per­son who man­aged the audit and on his spe­cial­ist qual­i­fic­a­tions;

4.

a re­com­mend­a­tion on wheth­er the an­nu­al ac­counts and the con­sol­id­ated ac­counts should be ap­proved or re­jec­ted with or without qual­i­fic­a­tion.

³ Both re­ports must be signed by the per­son who man­aged the audit.

¹ If the aud­it­or finds that there have been in­fringe­ments of the law, the art­icles of as­so­ci­ation or the or­gan­isa­tion­al reg­u­la­tions, it gives no­tice of this to the board of dir­ect­ors in writ­ing.

² In ad­di­tion, it in­forms the gen­er­al meet­ing of any in­fringe­ments of the law or the art­icles of as­so­ci­ation, if:

1.

these are ma­ter­i­al; or

2.

the board of dir­ect­ors fails to take any ap­pro­pri­ate meas­ures on the basis of writ­ten no­tice giv­en by the aud­it­or.

³ If the com­pany is clearly over­indebted and the board of dir­ect­ors fails to no­ti­fy the court of this, then the aud­it­or will no­ti­fy the court.

¹ The aud­it­or must be in­de­pend­ent and form its audit as­sess­ment ob­ject­ively. Its true or ap­par­ent in­de­pend­ence must not be ad­versely af­fected.

² In­volve­ment in the ac­count­ing and the pro­vi­sion of oth­er ser­vices for the com­pany be­ing audited are per­mit­ted. In the event that the risk of audit­ing its own work arises, a re­li­able audit must be en­sured by means of suit­able or­gan­isa­tion­al and staff­ing meas­ures.

1 The aud­it­or ex­am­ines wheth­er there are cir­cum­stances that in­dic­ate that:

1.

the an­nu­al ac­counts do not com­ply with the stat­utory pro­vi­sions or the art­icles of as­so­ci­ation;

2.

the mo­tion made by the board of dir­ect­ors to the gen­er­al meet­ing on the al­loc­a­tion of the bal­ance sheet profit does not com­ply with the stat­utory pro­vi­sions and the art­icles of as­so­ci­ation.

² The audit is lim­ited to con­duct­ing in­ter­views, ana­lyt­ic­al audit activ­it­ies and ap­pro­pri­ate de­tailed in­spec­tions.

³ The man­age­ment of the board of dir­ect­ors is not the sub­ject mat­ter of the audit car­ried out by the aud­it­or.

¹ The aud­it­or provides the gen­er­al meet­ing with a sum­mary re­port in writ­ing on the res­ult of the audit. This re­port con­tains:

1.

a ref­er­ence to the lim­ited nature of the audit;

2.

an as­sess­ment on the res­ult of the audit;

3.

in­form­a­tion on in­de­pend­ence and, if ap­plic­able, on par­ti­cip­a­tion in ac­count­ing and oth­er ser­vices provided to the com­pany be­ing audited;

4.

in­form­a­tion on the per­son who man­aged the audit, and on his spe­cial­ist qual­i­fic­a­tions.

² The re­port must be signed by the per­son who man­aged the audit.

If the com­pany is ob­vi­ously over­indebted and the board of dir­ect­ors fails to no­ti­fy the court, then the aud­it­or will no­ti­fy the court.

¹ The gen­er­al meet­ing ap­points the aud­it­or.

² One or more nat­ur­al per­sons or leg­al en­tit­ies or part­ner­ships may be ap­poin­ted.

³ Pub­lic audit of­fices or their em­ploy­ees may also be ap­poin­ted as aud­it­or provided they meet the re­quire­ments of this Code. The pro­vi­sions on in­de­pend­ence ap­ply mu­tatis mutandis.

⁴ At least one mem­ber of the aud­it­or must be res­id­ent in Switzer­land, or have its re­gistered of­fice or a re­gistered branch of­fice in Switzer­land.

¹ The aud­it­or is ap­poin­ted for a peri­od of one up to three fin­an­cial years. Its term of of­fice ends on the ad­op­tion of the an­nu­al ac­counts for the fi­nal year. Re-ap­point­ment is pos­sible.

² In the case of an or­din­ary audit, the per­son who man­ages the audit may ex­er­cise his man­date for sev­en years at the most. He may only ac­cept the same man­date again after an in­ter­rup­tion of three years.

³ If an aud­it­or resigns, it must no­ti­fy the board of dir­ect­ors of the reas­ons; the board of dir­ect­ors in­forms the next gen­er­al meet­ing of these reas­ons.

⁴ The gen­er­al meet­ing may re­move an aud­it­or at any time with im­me­di­ate ef­fect.

¹ The board of dir­ect­ors provides the aud­it­or with all the doc­u­ments and in­form­a­tion that it re­quires, in writ­ing if so re­ques­ted.

² The aud­it­or safe­guards the busi­ness secrets of the com­pany in its as­sess­ments, un­less it is re­quired by law to dis­close such in­form­a­tion. In its re­ports, in sub­mit­ting no­tices and in provid­ing in­form­a­tion to the gen­er­al meet­ing, it safe­guards the busi­ness secrets of the com­pany.

¹ The aud­it­or must doc­u­ment all audit ser­vices and keep audit re­ports and any oth­er es­sen­tial doc­u­ments for at least ten years. It must en­sure that elec­tron­ic data can be made read­able for the same peri­od.

² The doc­u­ments must make it pos­sible to con­firm com­pli­ance with the stat­utory pro­vi­sions in an ef­fi­cient man­ner.

1 In com­pan­ies that are re­quired to have their an­nu­al ac­counts and, if ap­plic­able, their con­sol­id­ated ac­counts re­viewed by an aud­it­or, the audit re­port must be sub­mit­ted, be­fore the an­nu­al ac­counts and the con­sol­id­ated ac­counts are ap­proved at the gen­er­al meet­ing, and a res­ol­u­tion is passed on the al­loc­a­tion of the bal­ance sheet profit.

² If an or­din­ary audit is car­ried out, the aud­it­or must be present at the gen­er­al meet­ing. The gen­er­al meet­ing may waive the pres­ence of the aud­it­or by un­an­im­ous res­ol­u­tion.

³ If the re­quired audit re­port is not sub­mit­ted, the res­ol­u­tions on the ap­prov­al of the an­nu­al ac­counts and the con­sol­id­ated ac­counts as well as on the al­loc­a­tion of the bal­ance sheet profit are null and void. If the pro­vi­sions on the pres­ence of the aud­it­or are in­fringed, these res­ol­u­tions may be chal­lenged.

¹ The art­icles of as­so­ci­ation and the gen­er­al meet­ing may spe­cify de­tails on the or­gan­isa­tion of the aud­it­or in more de­tail and ex­pand its range of du­ties.

² The aud­it­or may not be as­signed du­ties of the board of dir­ect­ors, or du­ties that ad­versely af­fect its in­de­pend­ence.

³ The gen­er­al meet­ing may ap­point ex­perts to audit the man­age­ment or in­di­vidu­al as­pects there­of.

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 of the com­pany 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.⁵¹⁶

^1bisThe 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.⁵¹⁷

² If the court ap­points the re­quired cor­por­ate body or an ad­min­is­trat­or, it de­term­ines the dur­a­tion for which the ap­point­ment is val­id. It 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.⁵¹⁸

¹ Where a com­pany lim­ited by shares in­tends to re­duce its share cap­it­al without sim­ul­tan­eously re­pla­cing the de­crease with new, fully paid-up cap­it­al, the gen­er­al meet­ing must pass a res­ol­u­tion to amend the art­icles of as­so­ci­ation ac­cord­ingly.

² The res­ol­u­tion may be ad­op­ted only where it has been as­cer­tained by means of a spe­cial audit re­port that the claims of the com­pany’s cred­it­ors are fully covered des­pite the re­duc­tion in the share cap­it­al. The audit re­port must be pre­pared by a li­censed audit ex­pert. The li­censed audit ex­pert must be present at the gen­er­al meet­ing which ad­opts the res­ol­u­tion.⁵¹⁹

³ The res­ol­u­tion must con­tain the res­ults of the audit re­port and the meth­od by which the cap­it­al re­duc­tion is to be car­ried out.⁵²⁰

⁴ Any book profit arising from the cap­it­al re­duc­tion must be used solely for write-downs.

⁵ The share cap­it­al may be re­duced be­low 100,000 francs only if it is at the same time re­placed by new fully paid-up cap­it­al of at least 100,000 francs.⁵²¹

¹ If the share cap­it­al is re­duced to zero for the pur­pose of re­struc­tur­ing meas­ures and then in­creased again, the cur­rent mem­ber­ship rights of the share­hold­ers lapse at the time of the re­duc­tion. Is­sued shares must be can­celled.

² When the share cap­it­al is in­creased again, the former share­hold­ers have sub­scrip­tion rights that may not be with­drawn from them.

If the gen­er­al meet­ing passes a res­ol­u­tion to re­duce the share cap­it­al, the board of dir­ect­ors must give pub­lic no­tice of the res­ol­u­tion three times in the Swiss Of­fi­cial Gaz­ette of Com­merce as well as in the form en­vis­aged in the art­icles of as­so­ci­ation and an­nounce to the cred­it­ors that with­in two months com­men­cing with the third pub­lic­a­tion in the Swiss Of­fi­cial Gaz­ette of Com­merce that they may re­gister their claims to be sat­is­fied or se­cured.

The re­duc­tion of the share cap­it­al may be car­ried out only after the time lim­it set for the cred­it­ors has ex­pired and the re­gistered claims have been sat­is­fied or se­cured and may be entered in the com­mer­cial re­gister only when it has been veri­fied by pub­lic deed that the pro­vi­sions of this Sec­tion are ful­filled. The deed must be en­closed with the spe­cial audit re­port.⁵²⁵

Un­less each gender makes up at least 30 per cent of the board of dir­ect­ors and 20 per cent of the ex­ec­ut­ive board, the fol­low­ing must be in­dic­ated in the re­mu­ner­a­tion re­port of com­pan­ies that ex­ceed the thresholds in Art­icle 727 para­graph 1 num­ber 2:

1.

the reas­ons why genders are not rep­res­en­ted as re­quired; and

2.

the meas­ures be­ing taken to in­crease rep­res­ent­a­tion of the less well rep­res­en­ted gender.

The call to cred­it­ors and the sat­is­fac­tion or se­cur­ing of their claims may be omit­ted where the share cap­it­al is to be re­duced in or­der to cor­rect a situ­ation of neg­at­ive net worth caused by losses by an amount not ex­ceed­ing such losses.

The com­pany is dis­solved:

1.

in ac­cord­ance with the art­icles of as­so­ci­ation;

2.

by res­ol­u­tion of the gen­er­al meet­ing, to be re­cor­ded in a pub­lic deed;

3.

by the com­mence­ment of in­solv­ency pro­ceed­ings;

4.⁵²⁹

by court judg­ment if share­hold­ers to­geth­er rep­res­ent­ing at least ten per cent of the share cap­it­al re­quest its dis­sol­u­tion for good cause. The court may or­der a dif­fer­ent solu­tion if ap­pro­pri­ate and con­scion­able for the in­ter­ested parties;

5.

in the oth­er cases en­vis­aged by law.

Where the com­pany is dis­solved for reas­ons oth­er than in­solv­ency or a court judg­ment, the board of dir­ect­ors no­ti­fies the dis­sol­u­tion for entry in the com­mer­cial re­gister.

The dis­solved com­pany enters in­to li­quid­a­tion, with the ex­cep­tion of cases in­volving a mer­ger, a split or the trans­fer of its as­sets to a pub­lic sec­tor cor­por­a­tion.

¹ A com­pany en­ter­ing in­to li­quid­a­tion re­tains its leg­al per­son­al­ity and its ex­ist­ing busi­ness name, al­beit with the words “in li­quid­a­tion” ap­pen­ded to it, un­til such time as its as­sets have been dis­trib­uted among the share­hold­ers.

² As of the com­pany’s entry in­to li­quid­a­tion, the powers of its gov­ern­ing of­ficers are lim­ited to such ac­tions as are ne­ces­sary to carry out the li­quid­a­tion but which by their nature may not be per­formed by the li­quid­at­ors.

¹ The li­quid­a­tion is car­ried out by the board of dir­ect­ors, un­less the art­icles of as­so­ci­ation or a res­ol­u­tion by the gen­er­al meet­ing del­eg­ate it to oth­er per­sons.

² The board of dir­ect­ors no­ti­fies the li­quid­at­ors for entry in the com­mer­cial re­gister, even where the li­quid­a­tion is car­ried out by the board of dir­ect­ors.

³ At least one of the li­quid­at­ors must be res­id­ent in Switzer­land and au­thor­ised to rep­res­ent the com­pany.⁵³³

⁴ Where the com­pany is dis­solved by court judg­ment, the court ap­points the li­quid­at­ors.⁵³⁴

⁵ In the event of in­solv­ency, the in­solv­ency ad­min­is­trat­ors carry out the li­quid­a­tion in ac­cord­ance with the pro­vi­sions of in­solv­ency law. The gov­ern­ing of­ficers of the com­pany re­tain their au­thor­ity to rep­res­ent the com­pany only to the ex­tent such rep­res­ent­a­tion is still ne­ces­sary.

¹ The gen­er­al meet­ing may dis­miss the li­quid­at­ors it ap­poin­ted at any time.

² On ap­plic­a­tion by a share­hold­er, the court may dis­miss li­quid­at­ors and ap­point oth­ers as ne­ces­sary for good cause.

¹ On tak­ing up their of­fice, the li­quid­at­ors must draw up a bal­ance sheet.

² The cred­it­ors are in­formed of the dis­sol­u­tion of the com­pany and re­ques­ted to re­gister their claims, by sep­ar­ate let­ter in the case of cred­it­ors iden­ti­fi­able from the ac­count­ing re­cords or in some oth­er man­ner, and by pub­lic an­nounce­ment in the Swiss Of­fi­cial Gaz­ette of Com­merce as well as in the form en­vis­aged in the art­icles of as­so­ci­ation in the case of un­known cred­it­ors and those whose ad­dress is not known.

¹ The li­quid­at­ors must wind up the cur­rent busi­ness, call in any still out­stand­ing share cap­it­al, real­ise the com­pany’s as­sets and per­form its ob­lig­a­tions, provid­ing the bal­ance sheet and the call to cred­it­ors do not in­dic­ate over­indebted­ness.

² Where they as­cer­tain that the com­pany is over­indebted, they must im­me­di­ately no­ti­fy the court; the lat­ter then de­clares the com­mence­ment of in­solv­ency pro­ceed­ings.

³ The li­quid­at­ors must rep­res­ent the com­pany in all trans­ac­tions car­ried out for li­quid­a­tion pur­poses and are en­titled to con­duct leg­al ac­tions, reach set­tle­ments, con­clude ar­bit­ra­tion agree­ments and even, where re­quired for li­quid­a­tion pur­poses, to ef­fect new trans­ac­tions.

⁴ They may also dis­pose of as­sets by private sale, un­less the gen­er­al meet­ing has in­struc­ted oth­er­wise.

⁵ Where the li­quid­a­tion lasts for an ex­ten­ded peri­od, they must draw up in­ter­im bal­ance sheets every year.

⁶ The com­pany is li­able for any dam­age res­ult­ing from un­au­thor­ised acts by a li­quid­at­or in the ex­er­cise of his du­ties.

¹ Where known cred­it­ors have failed to re­gister their claims, the amount there­of must be de­pos­ited with the court.

² Sim­il­arly, the amount of claims not yet due from the com­pany and of dis­puted ob­lig­a­tions of the com­pany must be de­pos­ited with the court un­less the cred­it­ors are fur­nished with se­cur­ity in an equi­val­ent amount or the dis­tri­bu­tion of the com­pany’s as­sets is sus­pen­ded un­til such ob­lig­a­tions have been per­formed.

¹ Un­less the art­icles of as­so­ci­ation provide oth­er­wise, once the debts of the dis­solved com­pany have been dis­charged, its as­sets are dis­trib­uted among the share­hold­ers in pro­por­tion to the amounts they con­trib­uted and with due re­gard to the pref­er­en­tial rights at­tach­ing to spe­cif­ic share classes.⁵³⁶

² The dis­tri­bu­tion may take place no soon­er than one year after the day on which the call to cred­it­ors was made for the third time.

³ Such dis­tri­bu­tion may take place after only three months where a li­censed audit ex­pert con­firms that the debts have been re­deemed and that in the cir­cum­stances it may safely be as­sumed that no third party in­terests will be harmed.⁵³⁷

On com­ple­tion of the li­quid­a­tion pro­cess, the li­quid­at­ors ap­ply to the com­mer­cial re­gistry for the de­le­tion of the busi­ness name.

¹ The share re­gister, the ac­count­ing re­cords and the re­gister un­der Art­icle 697l and the un­der­ly­ing doc­u­ments must be kept in a safe place for ten years fol­low­ing the de­le­tion of the com­pany. This place shall be de­cided by the li­quid­at­ors or if they are un­able to agree, by the com­mer­cial re­gistry.

² The share re­gister and the re­gister must be re­tained in such a man­ner that they can be ac­cessed at any time in Switzer­land.

¹ Where the as­sets of a com­pany lim­ited by shares are taken over by the Con­fed­er­a­tion, by a can­ton or, un­der guar­an­tee from the can­ton, by a dis­trict or com­mune, with the con­sent of the gen­er­al meet­ing it may be agreed that no li­quid­a­tion take place.

² The res­ol­u­tion of the gen­er­al meet­ing must be made in ac­cord­ance with the pro­vi­sions gov­ern­ing dis­sol­u­tion and no­ti­fied to the com­mer­cial re­gistry.

³ On entry of the res­ol­u­tion in the com­mer­cial re­gister, the trans­fer of the com­pany’s as­sets and debts is com­plete and the com­pany’s name must be de­leted.

Founder mem­bers, mem­bers of the board of dir­ect­ors and all per­sons in­volved in es­tab­lish­ing the com­pany are li­able both to the com­pany and to the in­di­vidu­al share­hold­ers and cred­it­ors for the losses arising where they:

1.

wil­fully or neg­li­gently con­ceal, dis­guise or give in­ac­cur­ate or mis­lead­ing in­form­a­tion on con­tri­bu­tions in kind, ac­quis­i­tions in kind or the grant­ing of spe­cial priv­ileges to share­hold­ers or oth­er per­sons in the art­icles of as­so­ci­ation, the stat­utory re­port or a cap­it­al in­crease re­port or oth­er­wise act un­law­fully in ap­prov­ing such a meas­ure;

2.

wil­fully or neg­li­gently in­duce the entry of the com­pany in the com­mer­cial re­gister on the basis of a cer­ti­fic­ate or deed con­tain­ing in­ac­cur­ate in­form­a­tion;

3.

know­ingly con­trib­ute to the ac­cept­ance of sub­scrip­tions from in­solv­ent per­sons.

¹ The mem­bers of the board of dir­ect­ors and all per­sons en­gaged in the busi­ness man­age­ment or li­quid­a­tion of the com­pany are li­able both to the com­pany and to the in­di­vidu­al share­hold­ers and cred­it­ors for any losses or dam­age arising from any in­ten­tion­al or neg­li­gent breach of their du­ties.

² A per­son who, as au­thor­ised, del­eg­ates the per­form­ance of a task to an­oth­er gov­ern­ing of­ficer is li­able for any losses caused by such of­ficer un­less he can prove that he ac­ted with all due di­li­gence when se­lect­ing, in­struct­ing and su­per­vising him.

All per­sons en­gaged in audit­ing the an­nu­al and con­sol­id­ated ac­counts, the com­pany’s es­tab­lish­ment, a cap­it­al in­crease or a cap­it­al re­duc­tion are li­able both to the com­pany and to the in­di­vidu­al share­hold­ers and cred­it­ors for the losses arising from any in­ten­tion­al or neg­li­gent breach of their du­ties.

² If the audit is con­duc­ted by a pub­lic audit of­fice or by one of its em­ploy­ees, the rel­ev­ant pub­lic au­thor­ity is li­able. Leg­al ac­tion against per­sons in­volved in the audit is gov­erned by pub­lic law.⁵⁴⁴

¹ In ad­di­tion to the com­pany, the in­di­vidu­al share­hold­ers are also en­titled to sue for any losses caused to the com­pany. The share­hold­er’s claim is for per­form­ance to the com­pany.

² ...⁵⁴⁶

¹ In the event of the in­solv­ency of the dam­aged com­pany, its cred­it­ors are en­titled to re­quest that the com­pany be com­pensated for the losses suffered. However, in the first in­stance the in­solv­ency ad­min­is­trat­ors may as­sert the claims of the share­hold­ers and the com­pany’s cred­it­ors.

² Where the in­solv­ency ad­min­is­trat­ors waive their right to as­sert such claims, any share­hold­er or cred­it­or is en­titled to bring them. The pro­ceeds are first used to sat­is­fy the claims of the lit­ig­ant cred­it­ors in ac­cord­ance with the pro­vi­sions of the Debt Col­lec­tion and Bank­ruptcy Act of 11 April 1889⁵⁴⁸. Any sur­plus is di­vided among the lit­ig­ant share­hold­ers in pro­por­tion to their equity par­ti­cip­a­tion in the com­pany; the re­mainder is ad­ded to the in­solv­ent’s es­tate.

³ The as­sign­ment of claims held by the com­pany in ac­cord­ance with Art­icle 260 of the Debt Col­lec­tion and Bank­ruptcy Act of 11 April 1889 is re­served.

¹ The res­ol­u­tion of re­lease ad­op­ted by the gen­er­al meet­ing is ef­fect­ive only for dis­closed facts and only as against the com­pany and those share­hold­ers who ap­proved the res­ol­u­tion or who have since ac­quired their shares in full know­ledge of the res­ol­u­tion.

² The right of ac­tion of the oth­er share­hold­ers lapses six months after the res­ol­u­tion of re­lease.

¹ Where two or more per­sons are li­able for the losses, each is jointly and sev­er­ally li­able with the oth­ers to the ex­tent that the dam­age is per­son­ally at­trib­ut­able to him on ac­count of his own fault and the cir­cum­stances.

² The claimant may bring ac­tion against sev­er­al per­sons jointly for the total losses and re­quest that the court de­term­ine the li­ab­il­ity of each in­di­vidu­al de­fend­ant in the same pro­ceed­ings.

³ The right of re­course among sev­er­al de­fend­ants is de­term­ined by the court with due re­gard to all the cir­cum­stances.

¹ The claim for dam­ages against any per­son held li­able pur­su­ant to the above pro­vi­sions pre­scribes five years after the date on which the per­son suf­fer­ing dam­age learned of the dam­age and of the per­son li­able for it but in any event ten years after the date on which the harm­ful con­duct took place or ceased.

² If the per­son li­able has com­mit­ted a crim­in­al of­fence through his or her harm­ful con­duct, then the right to dam­ages or sat­is­fac­tion pre­scribes at the earli­est when the right to pro­sec­ute the of­fence be­comes time-barred. If the right to pro­sec­ute is no longer li­able to be­come time-barred be­cause a first in­stance crim­in­al judg­ment has been is­sued, the right to claim dam­ages or sat­is­fac­tion pre­scribes at the earli­est three years after no­tice of the judg­ment is giv­en.