The co­oper­at­ive is dis­solved:

1.

in ac­cord­ance with the art­icles of as­so­ci­ation;

2.

by res­ol­u­tion of the gen­er­al as­sembly of mem­bers;

3.

by com­mence­ment of in­solv­ency pro­ceed­ings;

4.

in the oth­er cases provided for by law.

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

¹ The co­oper­at­ive is li­quid­ated in ac­cord­ance with the pro­vi­sions gov­ern­ing com­pan­ies lim­ited by shares, sub­ject to the fol­low­ing pro­vi­sions.

² The as­sets of the dis­solved co­oper­at­ive re­main­ing after pay­ment of all its debts and re­pay­ment of any shares may be dis­trib­uted among the mem­bers only where the art­icles of as­so­ci­ation provide for such dis­tri­bu­tion.

³ Un­less the art­icles of as­so­ci­ation provide oth­er­wise, in this case the as­sets are dis­trib­uted among the mem­bers as at the time of dis­sol­u­tion or their leg­al suc­cessors on a per cap­ita basis. The stat­utory en­ti­tle­ment of de­par­ted mem­bers or their heirs to a fin­an­cial set­tle­ment is re­served.

⁴ Where the art­icles of as­so­ci­ation make no pro­vi­sion for such dis­tri­bu­tion among the mem­bers, the li­quid­a­tion sur­plus must be used for the so­ci­ety’s pur­pose or to pro­mote char­it­able causes.

⁵ Un­less the art­icles of as­so­ci­ation provide oth­er­wise, the gen­er­al as­sembly of mem­bers de­cides on this mat­ter.

¹ Where the as­sets of a co­oper­at­ive 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 as­sembly of mem­bers it may be agreed that no li­quid­a­tion will take place.

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

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

All per­sons en­gaged in the ad­min­is­tra­tion, busi­ness man­age­ment or audit­ing or li­quid­a­tion of the co­oper­at­ive are li­able to the co­oper­at­ive for the losses arising from any wil­ful or neg­li­gent breach of their du­ties.

¹ Any dir­ect­or or li­quid­at­or who wil­fully or neg­li­gently breaches his stat­utory du­ties with re­gard to the over­indebted­ness of the co­oper­at­ive is li­able to the co­oper­at­ive, the in­di­vidu­al mem­bers and the cred­it­ors for the losses arising.

² Claims for com­pens­a­tion for losses suffered by the mem­bers and the cred­it­ors only in­dir­ectly through harm done to the co­oper­at­ive must be brought in ac­cord­ance with the pro­vi­sions gov­ern­ing com­pan­ies lim­ited by shares.

¹ Where two or more per­sons are re­spons­ible for the same loss, they are jointly and sev­er­ally li­able.

² The right of re­course among sev­er­al de­fend­ants is de­term­ined by the court with due re­gard to the de­gree of fault.

¹ The claim for dam­ages against any per­son held li­able un­der 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.

In the case of cred­it co­oper­at­ives and li­censed in­sur­ance co­oper­at­ives, li­ab­il­ity is de­term­ined ac­cord­ing to the pro­vi­sions gov­ern­ing com­pan­ies lim­ited by shares.

Three or more co­oper­at­ives may form a co­oper­at­ive uni­on and con­sti­tute it as a co­oper­at­ive.

¹ Un­less the art­icles of as­so­ci­ation provide oth­er­wise, the su­preme gov­ern­ing body of the co­oper­at­ive uni­on is the as­sembly of del­eg­ates.

² The art­icles of as­so­ci­ation de­term­ine the num­ber of del­eg­ates from the af­fil­i­ated so­ci­et­ies.

³ Un­less the art­icles of as­so­ci­ation provide oth­er­wise, each del­eg­ate has one vote.

Un­less the art­icles of as­so­ci­ation provide oth­er­wise, the board of dir­ect­ors is made up of mem­bers from the af­fil­i­ated co­oper­at­ives.

¹ The art­icles of as­so­ci­ation may grant the dir­ect­ors of the uni­on the right to mon­it­or the busi­ness activ­it­ies of the af­fil­i­ated co­oper­at­ives.

² They may the grant the dir­ect­ors of the uni­on the right to chal­lenge in court the res­ol­u­tions made by the in­di­vidu­al af­fil­i­ated so­ci­et­ies.

Ac­ces­sion to a co­oper­at­ive uni­on may not bring with it any ob­lig­a­tions for the mem­bers of the ac­ced­ing so­ci­ety which they do not already have by law or un­der the art­icles of as­so­ci­ation of their own co­oper­at­ive.

¹ Where pub­lic sec­tor cor­por­a­tions such as the Con­fed­er­a­tion or a can­ton, dis­trict or com­mune have a pub­lic in­terest in a co­oper­at­ive, the co­oper­at­ive’s art­icles of as­so­ci­ation may grant that cor­por­a­tion the right to ap­point rep­res­ent­at­ives to the board of dir­ect­ors or the aud­it­or.⁶⁰⁸

² These dir­ect­ors and aud­it­ors ap­poin­ted by a pub­lic sec­tor cor­por­a­tion have the same rights and du­ties as those elec­ted by the co­oper­at­ive.

³ Only the pub­lic sec­tor cor­por­a­tion has the right to dis­miss the rep­res­ent­at­ives it ap­poin­ted to the board of dir­ect­ors and the aud­it­or.⁶⁰⁹ The pub­lic sec­tor cor­por­a­tion is li­able to the co­oper­at­ive, its mem­bers and cred­it­ors for the ac­tions of these rep­res­ent­at­ives, sub­ject to rights of re­course un­der fed­er­al and can­ton­al law.

¹ The com­mer­cial re­gister is a net­work of state-run data­bases. Its primary pur­pose is the re­cord­ing and pub­lic­a­tion of leg­ally rel­ev­ant in­form­a­tion about leg­al en­tit­ies, which serves to provide leg­al cer­tainty and pro­tect third parties.

² Leg­al en­tit­ies for the pur­pose of this Title are:

1.

sole pro­pri­et­or­ships;

2.

gen­er­al part­ner­ships;

3.

lim­ited part­ner­ships;

4.

com­pan­ies lim­ited by shares;

5.

part­ner­ships lim­ited by shares;

6.

lim­ited li­ab­il­ity com­pan­ies;

7.

co­oper­at­ives;

8.

as­so­ci­ations;

9.

found­a­tions;

10.

lim­ited part­ner­ships for cap­it­al in­vest­ment schemes;

11.

in­vest­ment com­pan­ies with fixed cap­it­al;

12.

in­vest­ment com­pan­ies with vari­able cap­it­al;

13.

pub­lic in­sti­tu­tions;

14.

branch of­fices.

¹ The can­tons are re­spons­ible for run­ning the com­mer­cial re­gister of­fices. They are free to run the com­mer­cial re­gister on a cross-can­ton­al basis.

² The Con­fed­er­a­tion shall ex­er­cise over­sight over the keep­ing of the com­mer­cial re­gister.

¹ The com­mer­cial re­gister au­thor­it­ies shall work to­geth­er to ful­fil their tasks. They shall provide each oth­er with the in­form­a­tion and doc­u­ments that are re­quired to ful­fil their tasks.

² Un­less the law provides oth­er­wise, fed­er­al and can­ton­al courts and ad­min­is­trat­ive au­thor­it­ies shall no­ti­fy the com­mer­cial re­gister of­fices of facts that re­quire re­gis­tra­tion, amend­ment or de­le­tion in the com­mer­cial re­gister.

³ In­form­a­tion and no­ti­fic­a­tions are provided free of charge.

¹ The Fed­er­al Su­per­vis­ory Au­thor­ity op­er­ates the cent­ral data­bases on the leg­al en­tit­ies and per­sons re­cor­ded in the can­ton­al re­gisters. The cent­ral data­bases al­low the re­gistered leg­al en­tit­ies and per­sons to be found, and their data to be linked and dif­fer­en­ti­ated.

² The Fed­er­al Su­per­vis­ory Au­thor­ity is re­spons­ible for com­pil­ing the data for the cent­ral data­base on leg­al en­tit­ies. It shall make the pub­lic data on leg­al en­tit­ies avail­able on­line free of charge for in­di­vidu­al quer­ies.

³ The com­mer­cial re­gister of­fices are re­spons­ible for com­pil­ing the data for the cent­ral data­base on per­sons.

⁴ The Con­fed­er­a­tionis re­spons­ible for the se­cur­ity of the in­form­a­tion sys­tems and the leg­al­ity of the data pro­cessing.

¹ The com­mer­cial re­gister au­thor­it­ies shall use the OASI num­ber sys­tem­at­ic­ally to identi­fy nat­ur­al per­sons.

² They shall only dis­close the OASI num­ber to oth­er au­thor­it­ies and in­sti­tu­tions that re­quire the num­ber to carry out their stat­utory du­ties in con­nec­tion with the com­mer­cial re­gister and that are en­titled to make sys­tem­at­ic use of the num­ber.

³ Nat­ur­al per­sons re­cor­ded in the cent­ral data­base for per­sons shall also be al­loc­ated a non-de­script­ive per­son­al num­ber.

¹ Entries in the com­mer­cial re­gister must be true and must neither be mis­lead­ing nor con­trary to any pub­lic in­terest.

² Re­cord­ing in the com­mer­cial re­gister is based on an ap­plic­a­tion. Doc­u­ments must be provided in sup­port of the in­form­a­tion to be re­cor­ded.

³ Entries may be made based on a judg­ment or rul­ing of a court or an ad­min­is­trat­ive au­thor­ity or ex of­fi­cio.

The leg­al en­tit­ies re­cor­ded in the com­mer­cial re­gister re­gistered are as­signed a busi­ness iden­ti­fic­a­tion num­ber in ac­cord­ance with the Fed­er­al Act of 18 June 2010⁶¹³ on the Busi­ness Iden­ti­fic­a­tion Num­ber.

¹ A nat­ur­al per­son who op­er­ates a busi­ness that in the most re­cent fin­an­cial year achieved rev­en­ues of at least 100 000 francs must have their sole pro­pri­et­or­ships re­cor­ded in the com­mer­cial re­gister at the place of es­tab­lish­ment. Ex­emp­ted from this ob­lig­a­tion are mem­bers of the lib­er­al pro­fes­sions and farm­ers who do not op­er­ate a com­mer­cial busi­ness.

² Branch of­fices must be re­cor­ded in the com­mer­cial re­gister of the place where they are loc­ated.

³ Sole pro­pri­et­or­ships and branch of­fices that are not re­quired to re­gister are non­ethe­less en­titled to be re­gistered.

¹ Pub­lic in­sti­tu­tions must be re­cor­ded in the com­mer­cial re­gister if they primar­ily carry on a private gain­ful eco­nom­ic activ­ity or if the fed­er­al, can­ton­al or com­mun­al law re­quires their re­gis­tra­tion. They shall be re­gistered at the loc­a­tion of their seat.

² Pub­lic in­sti­tu­tions that are not re­quired to re­gister are non­ethe­less en­titled to be re­gistered.

¹ If a fact must be re­cor­ded in the com­mer­cial re­gister, any change in this fact must also be re­cor­ded.

² A per­son no longer as­so­ci­ated with an en­tity is en­titled to ap­ply for the entry re­lat­ing to them to be de­leted. The Or­din­ance reg­u­lates the de­tails.

¹ If a leg­al en­tity is no longer op­er­at­ing as a busi­ness and if it no longer has any dis­pos­able as­sets, the com­mer­cial re­gister of­fice shall de­lete it from the com­mer­cial re­gister.

² The com­mer­cial re­gister of­fice shall re­quest the leg­al en­tity to give no­tice of any in­terest in keep­ing the entry. If there is no re­sponse to this re­quest, it shall re­quest oth­er per­sons con­cerned to give no­tice of any such in­terest by pub­lish­ing the re­quest three times in the Swiss Of­fi­cial Com­mer­cial Gaz­ette. If there is no re­sponse to this re­quest, the leg­al en­tity shall be de­leted.

³ If oth­er per­sons con­cerned give no­tice of an in­terest in keep­ing the entry, the com­mer­cial re­gister of­fice shall refer the mat­ter to the court for a de­cision.

¹ If a sole pro­pri­et­or­ship no longer has a dom­i­cile, then if there is no re­sponse to a re­quest pub­lished three times in the Swiss Of­fi­cial Com­mer­cial Gaz­ette, it shall be de­leted from the com­mer­cial re­gister.

² If a branch of­fice with a prin­cip­al place of busi­ness in Switzer­land no longer has a dom­i­cile, the branch of­fice shall be de­leted by the com­mer­cial re­gister of­fice if there is no re­sponse to a re­quest made to the prin­cip­al place of busi­ness.

¹ Any per­son claim­ing a le­git­im­ate in­terest may re­quest the court to have a de­leted leg­al en­tity re­in­stated in the com­mer­cial re­gister.

² A per­son shall have a le­git­im­ate in­terest in par­tic­u­lar if:

1.

on con­clu­sion of the li­quid­a­tion of the de­leted leg­al en­tity not all its as­sets have been sold or dis­trib­uted;

2.

the de­leted leg­al en­tity is still a party to court pro­ceed­ings;

3.

re­in­state­ment is re­quired in or­der to cor­rect a pub­lic re­gister; or

4.

in a case of bank­ruptcy, re­in­state­ment of the de­leted leg­al en­tity is re­quired in or­der to con­clude the bank­ruptcy pro­ceed­ings.

³ If there are de­fects in the or­gan­isa­tion of the leg­al en­tity, the court shall take the re­quired meas­ures when or­der­ing re­in­state­ment.

¹ The com­mer­cial re­gister is pub­lic. The in­form­a­tion made pub­lic in­cludes the entries, ap­plic­a­tions and the sup­port­ing doc­u­ments. OASI num­bers are not pub­lic.

² The entries, art­icles of as­so­ci­ation and found­a­tion deeds shall be made ac­cess­ible on the in­ter­net free of charge. Fur­ther doc­u­ments and ap­plic­a­tions may be in­spec­ted at the com­mer­cial re­gister of­fice con­cerned or may on re­quest be made ac­cess­ible on the in­ter­net.

³ It shall be pos­sible, based on cer­tain cri­ter­ia, to con­duct a search of entries in the com­mer­cial re­gister made ac­cess­ible on the in­ter­net.

⁴ Amend­ments to the com­mer­cial re­gister must re­main chro­no­lo­gic­ally trace­able.

¹ Entries in the com­mer­cial re­gister shall be pub­lished on­line in the Swiss Of­fi­cial Com­mer­cial Gaz­ette. They be­come ef­fect­ive on pub­lic­a­tion.

² All stat­utory pub­lic­a­tions shall also be made on­line in the Swiss Of­fi­cial Com­mer­cial Gaz­ette.

¹ If a fact is re­cor­ded in the com­mer­cial re­gister, no one may claim that they were un­aware of it.

² Where the entry of a fact is re­quired but such fact was not entered in the re­gister, it may be re­lied on in re­la­tion to third parties only if it can be shown that they were aware of the said fact.

³ Any per­son who has re­lied in good faith on a re­cor­ded fact even though it was in­cor­rect must be pro­tec­ted in their good faith un­less there are over­rid­ing in­terests to the con­trary.

The com­mer­cial re­gister au­thor­it­ies shall veri­fy wheth­er the leg­al re­quire­ments for re­cord­ing in the com­mer­cial re­gister are met, and in par­tic­u­lar wheth­er the ap­plic­a­tion and the sup­port­ing doc­u­ments are not con­trary to any man­dat­ory reg­u­la­tions and have the leg­ally re­quired con­tent.

¹ The com­mer­cial re­gister of­fice shall re­quest parties to ful­fil the ob­lig­a­tion to re­gister and shall fix a dead­line for do­ing so.

² If the parties do not com­ply with the re­quest with­in the dead­line, the of­fice shall re­cord the re­quired entries ex of­fi­cio.

¹ If the com­mer­cial re­gister of­fice iden­ti­fies de­fects in the or­gan­isa­tion­al as­pects re­quired by law of trad­ing com­pan­ies, co­oper­at­ives, as­so­ci­ations, found­a­tions not sub­ject to su­per­vi­sion or branch of­fices with prin­cip­al place of busi­ness abroad that are re­cor­ded in the com­mer­cial re­gister, it shall re­quest the leg­al en­tity con­cerned to rec­ti­fy the de­fect, and fix a dead­line for do­ing so.

² If the de­fect is not rec­ti­fied not with­in the dead­line, the of­fice shall refer the mat­ter to the court. The court shall take the re­quired meas­ures.

³ In the case of found­a­tions and leg­al en­tit­ies that are sub­ject to su­per­vi­sion un­der the Col­lect­ive In­vest­ment Schemes Act of 23 June 2006⁶¹⁴, the mat­ter shall be re­ferred to the su­per­vis­ory au­thor­ity.

Any per­son who is served by the com­mer­cial re­gister of­fice with a re­quest to ful­fil their ob­lig­a­tion to re­gister con­tain­ing a ref­er­ence to the pen­al­ties un­der this Art­icle and who fails to com­ply with this ob­lig­a­tion with­in the peri­od al­lowed may be is­sued by the com­mer­cial re­gister of­fice with a fixed pen­alty not ex­ceed­ing 5000 francs.

¹ Any per­son who gives cause for the com­mer­cial re­gister au­thor­ity to is­sue a rul­ing or who claims a ser­vice from the same must pay a fee.

² The Fed­er­al Coun­cil shall reg­u­late the char­ging of the in­di­vidu­al fees, in par­tic­u­lar:

1.

the basis for cal­cu­lat­ing the fees;

2.

the waiv­ing of fees;

3.

li­ab­il­ity when more than one per­son is re­quired to pay a fee;

4.

the due date, billing and ad­vance pay­ment of fees;

5.

the pre­scrip­tion of fee debts;

6.

the share of can­ton­al fee rev­en­ues paid to the Con­fed­er­a­tion.

³ It shall take ac­count of the equi­val­ence prin­ciple and the break-even prin­ciple in reg­u­lat­ing the fees.

¹ Rul­ings of the com­mer­cial re­gister of­fices may be con­tested with­in 30 days of be­ing is­sued.

² Each can­ton shall des­ig­nate a high­er court as the sole ap­pel­late au­thor­ity.

³ The can­ton­al courts shall give no­tice of their de­cisions to the com­mer­cial re­gister of­fice without delay and shall also give no­tice there­of to the fed­er­al over­sight au­thor­ity.

The Fed­er­al Coun­cil shall is­sue reg­u­la­tions on:

1.

the keep­ing of the com­mer­cial re­gister and over­sight;

2.

ap­plic­a­tion, re­gis­tra­tion, amend­ment, de­le­tion and re­in­state­ment;

3.

the con­tent of entries;

4.

the sup­port­ing doc­u­ments and their veri­fic­a­tion;

5.

pub­lic­a­tion and ef­fect­ive­ness;

6.

the or­gan­isa­tion of the Swiss Of­fi­cial Com­mer­cial Gaz­ette and its pub­lic­a­tion;

7.

co­oper­a­tion and ob­lig­a­tion to provide in­form­a­tion;

8.

the use of OASI num­bers and per­son­al num­bers;

9.

the cent­ral­ised data­bases on leg­al en­tit­ies and per­sons;

10.

the mod­al­it­ies for elec­tron­ic com­mu­nic­a­tion;

11.

the pro­ced­ures.

¹ In ad­di­tion to the es­sen­tial con­tent re­quired by law, each busi­ness name may con­tain in­form­a­tion which serves to de­scribe the per­sons men­tioned in great­er de­tail, an al­lu­sion to the nature of the com­pany or an in­ven­ted name provided that the con­tent of the busi­ness name is truth­ful, can­not be mis­lead­ing and does not run counter to any pub­lic in­terest.

² The Fed­er­al Coun­cil may en­act pro­vi­sions reg­u­lat­ing the per­miss­ible scope for use of na­tion­al and ter­rit­ori­al des­ig­na­tions in busi­ness names.

¹ A per­son op­er­at­ing a busi­ness as sole pro­pri­et­or must use his fam­ily name, with or without first name, as the es­sen­tial con­tent of his busi­ness name.

² If the busi­ness name con­tains oth­er fam­ily names, it must in­dic­ate which one is the pro­pri­et­or’s fam­ily name.⁶¹⁶

³ The busi­ness name must not have any kind of suf­fix or end­ing which sug­gests con­sti­tu­tion as a com­pany or part­ner­ship.

¹ The name of a sole pro­pri­et­or­ship⁶¹⁷ entered in the com­mer­cial re­gister may not be used by an­oth­er busi­ness pro­pri­et­or in the same loc­a­tion even if he has the same first name and fam­ily name from which the older busi­ness name is formed.

² In such a case, the own­er of the new­er busi­ness must add a suf­fix or end­ing to his own name to pro­duce a busi­ness name which is clearly dis­tinct from the older busi­ness name.

³ Claims in re­spect of un­fair com­pet­i­tion against sole pro­pri­et­or­ships⁶¹⁸ re­gistered in oth­er loc­a­tions are re­served.

¹ Com­mer­cial en­ter­prises and co­oper­at­ives are free to choose their busi­ness name sub­ject to the gen­er­al prin­ciples on the com­pos­i­tion of busi­ness names. The busi­ness name must in­dic­ate the leg­al form.

² The Fed­er­al Coun­cil shall spe­cify which ab­bre­vi­ations of leg­al forms are per­mit­ted.

The busi­ness names of a com­mer­cial en­ter­prise or a co­oper­at­ives must be clearly dis­tinct from every oth­er busi­ness name of busi­nesses in any of these leg­al forms already re­gistered in Switzer­land.

¹ A branch of­fice must have the same busi­ness name as the prin­cip­al place of busi­ness; however, it may ap­pend a spe­cial ad­di­tion to its busi­ness name provid­ing this ap­plies only to that par­tic­u­lar branch of­fice.

² The busi­ness name of the branch of­fice of a com­pany whose seat is out­side Switzer­land must also in­dic­ate the loc­a­tion of the prin­cip­al place of busi­ness, the loc­a­tion of the branch of­fice and the ex­press des­ig­na­tion of branch of­fice.

The pre­vi­ous busi­ness name may be re­tained where the name of the busi­ness own­er or part­ner con­tained therein has been changed by op­er­a­tion of law or by the com­pet­ent au­thor­ity.

¹ In cor­res­pond­ence, on or­der forms and in­voices and in of­fi­cial com­mu­nic­a­tions, the busi­ness or oth­er name entered in the com­mer­cial re­gister must be giv­en in full and un­amended.

² Shortened names, lo­gos, trade names, brand names and sim­il­ar may also be used.

The re­gis­trar is ob­liged ex of­fi­cio to en­sure that the in­ter­ested parties com­ply with the pro­vi­sions gov­ern­ing the com­pos­i­tion of busi­ness names.

The re­gis­tra­tion of a busi­ness name does not re­lieve the per­sons en­titled to use the same of the ob­lig­a­tion to com­ply with oth­er pro­vi­sions of fed­er­al law, in par­tic­u­lar on pro­tec­tion against de­ceit in busi­ness.

¹ The busi­ness name of a sole pro­pri­et­or or com­mer­cial com­pany or co­oper­at­ive entered in the com­mer­cial re­gister and pub­lished in the Swiss Of­fi­cial Gaz­ette of Com­merce is for the ex­clus­ive use of the party that re­gistered it.

² A party whose in­terests are in­jured by the un­au­thor­ised use of a busi­ness name may ap­ply for an in­junc­tion ban­ning fur­ther ab­use of the busi­ness name and sue for dam­ages if the un­au­thor­ised user is at fault.

¹ The duty to keep ac­counts and file fin­an­cial re­ports in ac­cord­ance with the fol­low­ing pro­vi­sions ap­plies to:

1.

sole pro­pri­et­or­ships and part­ner­ships that have achieved sales rev­en­ue of at least 500,000 francs in the last fin­an­cial year;

2.

leg­al en­tit­ies.

² The fol­low­ing need only keep ac­counts on in­come and ex­pendit­ure and on their as­set po­s­i­tion:

1.

sole pro­pri­et­or­ships and part­ner­ships with less than 500,000 francs sales rev­en­ue in the last fin­an­cial year;

2.

as­so­ci­ations and found­a­tions which are not re­quired to be entered in the com­mer­cial Re­gister;

3.

found­a­tions that are ex­empt from the re­quire­ment to ap­point an aud­it­or un­der Art­icle 83b para­graph 2 Swiss Civil Code⁶³⁰.

³ For un­der­tak­ings in ac­cord­ance with para­graph 2, re­cog­nised ac­count­ing prin­ciples ap­ply mu­tatis mutandis.

¹ Ac­count­ing forms the basis for fin­an­cial re­port­ing. It re­cords the trans­ac­tions and cir­cum­stances that are re­quired to present the as­set, fin­an­cing and earn­ings po­s­i­tion of the un­der­tak­ing (the eco­nom­ic po­s­i­tion).

² It fol­lows the re­cog­nised ac­count­ing prin­ciples. Par­tic­u­lar note must be taken of the fol­low­ing:

1.

the com­plete, truth­ful and sys­tem­at­ic re­cord­ing of trans­ac­tions and cir­cum­stances;

2.

doc­u­ment­ary proof for in­di­vidu­al ac­count­ing pro­ced­ures;

3.

clar­ity;

4.

fit­ness for pur­pose giv­en the form and size of the un­der­tak­ing;

5.

veri­fi­ab­il­ity.

³ An ac­count­ing vouch­er is any writ­ten re­cord on pa­per or in elec­tron­ic or com­par­able form that is re­quired to be able to veri­fy the busi­ness trans­ac­tion or the cir­cum­stances be­hind an ac­count­ing entry.

⁴ Ac­count­ing is car­ried out in the na­tion­al cur­rency or in the cur­rency re­quired for busi­ness op­er­a­tions.

⁵ It is car­ried out in one of the of­fi­cial Swiss lan­guages or in Eng­lish. It may be car­ried out in writ­ing, elec­tron­ic­ally or in a com­par­able man­ner.

¹ Fin­an­cial re­port­ing is in­ten­ded to present the eco­nom­ic po­s­i­tion of the un­der­tak­ing in such a man­ner that third parties can make a re­li­able as­sess­ment of the same.

² The ac­counts are filed in the an­nu­al re­port. This con­tains the an­nu­al ac­counts (the fin­an­cial state­ments of the in­di­vidu­al en­tity), com­pris­ing the bal­ance sheet, the profit and loss ac­count and the notes to the ac­counts. The reg­u­la­tions for lar­ger un­der­tak­ings and cor­por­ate groups are re­served.

³ The an­nu­al re­port must be pre­pared with­in six months of the end of the fin­an­cial year and sub­mit­ted to the re­spons­ible man­age­ment body or the re­spons­ible per­sons for ap­prov­al. It must be signed by the chair­per­son of the su­preme man­age­ment or ad­min­is­trat­ive body and the per­son re­spons­ible for fin­an­cial re­port­ing with­in the un­der­tak­ing.

¹ Fin­an­cial re­port­ing is based on the as­sump­tion that the un­der­tak­ing will re­main a go­ing con­cern for the fore­see­able fu­ture.

² If it is in­ten­ded or prob­ably in­ev­it­able that all or some activ­it­ies will cease in the next twelve months from the bal­ance sheet date, then the fin­an­cial re­ports for the rel­ev­ant parts of un­der­tak­ing must be based on real­is­able val­ues. Pro­vi­sions must be made for ex­pendit­ures as­so­ci­ated with ceas­ing activ­it­ies.

³ Derog­a­tions from the go­ing-con­cern as­sump­tion must be spe­cified in the notes to the ac­counts; their in­flu­ence on the eco­nom­ic po­s­i­tion must be ex­plained.

¹ Ex­pendit­ure and in­come must be entered sep­ar­ately de­pend­ing on the date and nature of the trans­ac­tion.

² Provided the net pro­ceeds from the sale of goods or ser­vices or fin­an­cial in­come does not ex­ceed 100,000 francs, ac­cru­als based on time may be dis­pensed with and in­stead based on ex­pendit­ure and in­come.

¹ The fol­low­ing prin­ciples in par­tic­u­lar ap­ply to fin­an­cial re­ports:

1.

they must be clear and un­der­stand­able;

2.

they must be com­plete;

3.

they must be re­li­able;

4.

they must in­clude the es­sen­tial in­form­a­tion;

5.

they must be prudent;

6.

the same rules must be ap­plied in present­a­tion and valu­ation;

7.

as­sets and li­ab­il­it­ies and in­come and ex­pendit­ure may not be off­set against each oth­er.

² The sum entered for the in­di­vidu­al items on the bal­ance sheet and in the notes to the ac­count must be proven by an in­vent­ory or by some oth­er meth­od.

³ Fin­an­cial re­ports must be ad­ap­ted to the spe­cial fea­tures of the un­der­tak­ing and the sec­tor while re­tain­ing the stat­utory min­im­um con­tent.

¹ The bal­ance sheet and the profit and loss ac­count may be presen­ted in ac­count or in re­port form. Items that have no or a neg­li­gible value need not be shown sep­ar­ately.

² In the an­nu­al ac­counts, the cor­res­pond­ing val­ues of the pre­vi­ous year must be shown along­side the fig­ures for the rel­ev­ant fin­an­cial year.

³ Fin­an­cial re­ports are presen­ted in the na­tion­al cur­rency or in the cur­rency re­quired for busi­ness op­er­a­tions. If the na­tion­al cur­rency is not used, the val­ues must also be shown in the na­tion­al cur­rency. The ex­change rates ap­plied must be pub­lished in the notes to the ac­counts and if ap­plic­able ex­plained.

⁴ Fin­an­cial re­ports are presen­ted in one of the of­fi­cial Swiss lan­guages or in Eng­lish.

¹ Fol­low­ing their ap­prov­al by the com­pet­ent man­age­ment body, the an­nu­al ac­counts and con­sol­id­ated ac­counts to­geth­er with the audit re­ports must either be pub­lished in the Swiss Of­fi­cial Gaz­ette of Com­merce or sent as an of­fi­cial copy to any per­son who re­quests the same with­in one year of their ap­prov­al at his or her ex­pense where the un­der­tak­ing:

1.

has out­stand­ing deben­tures; or

2.

has equity se­cur­it­ies lis­ted on a stock mar­ket.

² Oth­er un­der­tak­ings must al­low cred­it­ors who prove a le­git­im­ate in­terest to in­spect the an­nu­al re­port and the audit re­ports. In the event of a dis­pute, the court de­cides.

¹ The ac­count­ing re­cords and the ac­count­ing vouch­ers to­geth­er with the an­nu­al re­port and the audit re­port must be re­tained for ten years. The re­ten­tion peri­od be­gins on ex­piry of the fin­an­cial year.

² The an­nu­al re­port and the audit re­port must be re­tained in a writ­ten form and signed.

³ The ac­count­ing re­cords and the ac­count­ing vouch­ers may be re­tained on pa­per, elec­tron­ic­ally or in a com­par­able man­ner, provided that cor­res­pond­ence with the un­der­ly­ing busi­ness trans­ac­tions and cir­cum­stances is guar­an­teed thereby and provided they can be made read­able again at any time.

⁴ The Fed­er­al Coun­cil shall is­sue reg­u­la­tions on the ac­count­ing re­cords that must be kept, the prin­ciples for keep­ing and re­tain­ing them and on the in­form­a­tion car­ri­ers that may be used.

¹ The bal­ance sheet shows the as­set and fin­an­cing po­s­i­tion of the un­der­tak­ing on the bal­ance sheet date. It is struc­tured in­to as­sets and li­ab­il­it­ies.

² Items must be entered on the bal­ance sheet as as­sets if due to past events they may be dis­posed of, a cash in­flow is prob­able and their value can be re­li­ably es­tim­ated. Oth­er as­sets may not be entered on the bal­ance sheet.

³ Cash and cash equi­val­ents and oth­er as­sets that will prob­ably be­come cash or cash equi­val­ents as­sets or oth­er­wise be real­ised with­in one year of the bal­ance sheet date or with­in the nor­mal op­er­at­ing cycle must be entered on the bal­ance sheet as cur­rent as­sets. All oth­er as­sets are entered on the bal­ance sheet as cap­it­al as­sets.

⁴ Bor­rowed cap­it­al and share­hold­ers’ equity must be entered on the bal­ance sheet as li­ab­il­it­ies.

⁵ Li­ab­il­it­ies must be entered on the bal­ance sheet as bor­rowed cap­it­al if they have been caused by past events, a cash out­flow is prob­able and their value can be re­li­ably es­tim­ated.

⁶ Li­ab­il­it­ies must be entered on the bal­ance sheet as cur­rent li­ab­il­it­ies if they are ex­pec­ted to fall due for pay­ment with­in one year of the bal­ance sheet date or with­in the nor­mal op­er­at­ing cycle. All oth­er li­ab­il­it­ies must be entered on the bal­ance sheet as long-term li­ab­il­it­ies.

⁷ The share­hold­ers’ equity must be shown and struc­tured in the re­quired leg­al form.

¹ Among the as­sets, the li­quid­ity ra­tio must be shown based on at least the fol­low­ing items, both in­di­vidu­ally and in the spe­cified or­der:

1.

cur­rent as­sets:

a.

cash and cash equi­val­ents and cur­rent as­sets with a stock ex­change price,

b.

trade re­ceiv­ables,

c.

oth­er cur­rent re­ceiv­ables,

d.

in­vent­or­ies and non-in­voiced ser­vices,

e.

ac­crued in­come and pre­paid ex­penses;

2.

cap­it­al as­sets:

a.

fin­an­cial as­sets,

b.

share­hold­ings,

c.

tan­gible fixed as­sets,

d.

in­tan­gible fixed as­sets,

e.

non-paid up ba­sic, share­hold­er or found­a­tion cap­it­al.

² The due date of li­ab­il­it­ies must be shown based on at least the fol­low­ing items, both in­di­vidu­ally and in the spe­cified or­der:

1.

cur­rent bor­rowed cap­it­al:

a.

trade cred­it­ors,

b.

cur­rent in­terest-bear­ing li­ab­il­it­ies,

c.

oth­er cur­rent li­ab­il­it­ies,

d.

de­ferred in­come and ac­crued ex­penses;

2.

long-term bor­rowed cap­it­al:

a.

long-term in­terest-bear­ing li­ab­il­it­ies,

b.

oth­er long-term li­ab­il­it­ies,

c.

pro­vi­sions and sim­il­ar items re­quired by law;

3.

share­hold­ers’ equity:

a.

ba­sic, share­hold­er or found­a­tion cap­it­al, if ap­plic­able sep­ar­ately ac­cord­ing to par­ti­cip­a­tion classes,

b.

stat­utory cap­it­al re­serves,

c.

stat­utory re­tained earn­ings,

d.

vol­un­tary re­tained earn­ings or ac­cu­mu­lated losses as neg­at­ive items,

e.

own cap­it­al shares as neg­at­ive items.

³ Oth­er items must be shown in­di­vidu­ally on the bal­ance sheet or in the notes to the ac­counts, provided this is es­sen­tial so that third parties can as­sess the as­set or fin­an­cing po­s­i­tion or is cus­tom­ary as a res­ult of the activ­ity of the com­pany.

⁴ Re­ceiv­ables and li­ab­il­it­ies vis-à-vis dir­ect or in­dir­ect par­ti­cipants and man­age­ment bod­ies and vis-à-vis un­der­tak­ings in which there is a dir­ect or in­dir­ect par­ti­cip­a­tion must in each case be shown sep­ar­ately on the bal­ance sheet or in the notes to the ac­counts.

¹ The profit and loss ac­count presents the earn­ings of the com­pany over the fin­an­cial year. It may be pre­pared ac­cord­ing to the peri­od-based ac­count­ing meth­od or the cost of sales meth­od.

² If the peri­od-based ac­count­ing meth­od is used (nature of ex­pense meth­od), a min­im­um of the fol­low­ing items must be shown in­di­vidu­ally and in the spe­cified or­der:

1.

net pro­ceeds from sales of goods and ser­vices;

2.

changes in in­vent­or­ies of un­fin­ished and fin­ished goods and in non-in­voiced ser­vices;

3.

cost of ma­ter­i­als;

4.

staff costs;

5.

oth­er op­er­a­tion­al costs;

6.

de­pre­ci­ation and valu­ation ad­just­ments on fixed as­set items;

7.

fin­an­cial costs and fin­an­cial in­come;

8.

non-op­er­a­tion­al costs and non-op­er­a­tion­al in­come;

9.

ex­traordin­ary, non-re­cur­ring or pri­or-peri­od costs and in­come;

10.

dir­ect taxes;

11.

an­nu­al profit or an­nu­al loss.

³ If the cost of sales meth­od is used (activ­ity-based cost­ing meth­od), a min­im­um of the fol­low­ing items must be shown in­di­vidu­ally and in the spe­cified or­der:

1.

net pro­ceeds from sales of goods and ser­vices;

2.

ac­quis­i­tion or man­u­fac­tur­ing costs of goods and ser­vices sold;

3.

ad­min­is­trat­ive costs and dis­tri­bu­tion costs;

4.

fin­an­cial costs and fin­an­cial in­come;

5.

non-op­er­a­tion­al costs and non-op­er­a­tion­al in­come;

6.

ex­traordin­ary, non-re­cur­ring or pri­or-peri­od costs and in­come;

7.

dir­ect taxes;

8.

an­nu­al profit or an­nu­al loss.

⁴ If the cost of sales meth­od is used, the notes to the ac­counts must also show the staff costs and, as a single item, de­pre­ci­ation and valu­ation ad­just­ments to fixed as­set items.

⁵ Oth­er items must been shown in­di­vidu­ally in the profit and loss ac­count or in the notes to the ac­counts to the ex­tent that this is es­sen­tial in or­der that third parties can as­sess the earn­ing power or is cus­tom­ary as a res­ult of the activ­ity of the com­pany.

¹ The notes to the an­nu­al ac­counts sup­ple­ment and ex­plain the oth­er parts of the an­nu­al ac­counts. They con­tain:

1.

de­tails of the prin­ciples ap­plied in the an­nu­al ac­counts where these are not spe­cified by law;

2.

in­form­a­tion, break­downs and ex­plan­a­tions re­lat­ing to items on the bal­ance sheet and in the profit and loss ac­count;

3.

the total amount of re­place­ment re­serves used and the ad­di­tion­al hid­den re­serves, if this ex­ceeds the total amount of new re­serves of the same type where the res­ult achieved thereby is con­sid­er­ably more fa­vour­able;

4.

oth­er in­form­a­tion re­quired by law.

² The notes to the ac­counts must also in­clude the fol­low­ing in­form­a­tion, un­less it is already provided on the bal­ance sheet or in the profit and loss ac­count:

1.

the busi­ness name or name of the un­der­tak­ing as well as its leg­al form and re­gistered of­fice;

2.

a de­clar­a­tion as to wheth­er the num­ber of full-time po­s­i­tions on an­nu­al av­er­age is no more than 10, 50 or 250;

3.

the busi­ness name, leg­al form and re­gistered of­fice of un­der­tak­ings in which dir­ect or sub­stan­tial in­dir­ect share­hold­ings are held, stat­ing the share of the cap­it­al and votes held;

4.

the num­ber of its own shares that the un­der­tak­ing it­self holds and that are held by un­der­tak­ings in which it has share­hold­ings;

5.

ac­quis­i­tions and sales of its own shares and the terms on which they were ac­quired or sold;

6.

the re­sid­ual amount of the li­ab­il­it­ies from sale-like leas­ing trans­ac­tions and oth­er leas­ing ob­lig­a­tions, un­less these ex­pire or may be ter­min­ated with­in twelve months of the bal­ance sheet date ex­piry or be ter­min­ated may;

7.

li­ab­il­it­ies vis-à-vis pen­sion schemes;

8.

the total amount of col­lat­er­al for third party li­ab­il­it­ies;

9.

the total amount of as­sets used to se­cure own li­ab­il­it­ies and as­sets un­der re­ser­va­tion of own­er­ship;

10.

leg­al or ac­tu­al ob­lig­a­tions for which a cash out­flow either ap­pears un­likely or is of an amount that can­not be re­li­ably es­tim­ated (con­tin­gent li­ab­il­it­ies);

11.

the num­ber and value of shares or op­tions on shares held by man­age­ment or ad­min­is­trat­ive bod­ies and by em­ploy­ees;

12.

ex­plan­a­tions of ex­cep­tion­al, non-re­cur­ring or pri­or-peri­od items in the profit and loss ac­count;

13.

sig­ni­fic­ant events oc­cur­ring after the bal­ance sheet date;

14.

in the event of the aud­it­or's pre­ma­ture resig­na­tion: the reas­ons there­for.

³ Sole pro­pri­et­or­ships and part­ner­ships may dis­pense with notes to the ac­counts if they are not re­quired to file fin­an­cial re­ports un­der the reg­u­la­tions for lar­ger un­der­tak­ings. If ad­di­tion­al in­form­a­tion is re­quired in the reg­u­la­tions on the min­im­um struc­ture of the bal­ance sheet and profit and loss ac­count and the notes to the ac­counts are dis­pensed with, this in­form­a­tion must be shown dir­ectly on the bal­ance sheet or in the profit and loss ac­count.

⁴ Un­der­tak­ings with out­stand­ing deben­tures must provide in­form­a­tion on the amounts con­cerned, in­terest rates, ma­tur­ity dates and oth­er con­di­tions.

¹ As­sets and li­ab­il­it­ies are nor­mally val­ued in­di­vidu­ally, provided they are sig­ni­fic­ant and not nor­mally con­sol­id­ated as a group for valu­ation pur­poses due to their sim­il­ar­ity.

² Valu­ation must be car­ried out prudently, but this must not pre­vent the re­li­able as­sess­ment of the eco­nom­ic po­s­i­tion of the un­der­tak­ing.

³ If there are spe­cif­ic in­dic­a­tions that as­sets have been over­val­ued or that pro­vi­sions are too low, the val­ues must be re­viewed and ad­jus­ted if ne­ces­sary.

¹ When first re­cor­ded, as­sets must be val­ued no high­er than their ac­quis­i­tion or man­u­fac­tur­ing costs.

² In any sub­sequent valu­ation, as­sets must not be val­ued high­er than their ac­quis­i­tion or man­u­fac­tur­ing costs. Pro­vi­sions on in­di­vidu­al types of as­sets are re­served.

³ Loss in value due to us­age or age must be taken in­to ac­count through de­pre­ci­ation, while oth­er losses in value must be taken in­to ac­count through valu­ation ad­just­ments. De­pre­ci­ation and valu­ation ad­just­ments must be ap­plied in ac­cord­ance with gen­er­ally re­cog­nised com­mer­cial prin­ciples. They must be de­duc­ted dir­ectly or in­dir­ectly from the rel­ev­ant as­sets and charged to the profit and loss ac­count and may not be shown un­der li­ab­il­it­ies.

⁴ For re­place­ment pur­poses and to en­sure the long-term prosper­ity of the un­der­tak­ing, ad­di­tion­al de­pre­ci­ation and valu­ation ad­just­ments may be made. For the same pur­poses, the can­cel­la­tion of de­pre­ci­ation and valu­ation ad­just­ments that are no longer jus­ti­fied may be dis­pensed with.

¹ In the sub­sequent valu­ation, as­sets with a stock ex­change price or an­oth­er ob­serv­able mar­ket price in an act­ive mar­ket may be val­ued at that price as of the bal­ance sheet date, even if this price ex­ceeds the nom­in­al value or the ac­quis­i­tion value. Any per­son who ex­er­cises this right must value all as­sets in cor­res­pond­ing po­s­i­tions on the bal­ance sheet that have an ob­serv­able mar­ket price at the mar­ket price as of the bal­ance sheet date. In the notes to the ac­counts, ref­er­ence must be made to this valu­ation. The total value of the cor­res­pond­ing as­sets must be dis­closed sep­ar­ately for se­cur­it­ies and oth­er as­sets with ob­serv­able mar­ket price.

² If as­sets are val­ued at the stock ex­change price or at the mar­ket price as of the bal­ance sheet date, a value ad­just­ment to be charged to the profit and loss ac­count may be made in or­der to take ac­count of fluc­tu­ations in the price de­vel­op­ment. Such valu­ation ad­just­ments are not per­mit­ted, however, if they would res­ult in both the ac­quis­i­tion value and the lower mar­ket value be­ing un­der­cut. The total amount of fluc­tu­ation re­serves must be shown sep­ar­ately on the bal­ance sheet or in the notes to the ac­counts.

¹ If the real­is­able value in the sub­sequent valu­ation of in­vent­or­ies and non-in­voiced ser­vices tak­ing ac­count of ex­pec­ted costs is less than the ac­quis­i­tion or man­u­fac­tur­ing costs on bal­ance sheet date, this value must be entered.

² In­vent­or­ies com­prise raw ma­ter­i­als, work in pro­gress, fin­ished goods and re­sale mer­chand­ise.

¹ Cap­it­al as­sets are as­sets that are ac­quired with the in­ten­tion of us­ing or hold­ing them for the long-term.

² Long-term means a peri­od of more than twelve months.

³ Share­hold­ings are shares in the cap­it­al of an­oth­er un­der­tak­ing that are held for the long-term and con­fer a sig­ni­fic­ant in­flu­ence. This is pre­sumed if the shares con­fer at least 20 per cent of the vot­ing rights.

¹ Li­ab­il­it­ies must be entered at their nom­in­al value.

² If past events lead to the ex­pect­a­tion of a cash out­flow in fu­ture fin­an­cial years, the pro­vi­sions prob­ably re­quired must be made and charged to the profit and loss ac­count.

³ Pro­vi­sions may also be made in par­tic­u­lar for:

1.

reg­u­larly in­curred ex­pendit­ures from guar­an­tee com­mit­ments;

2.

renov­a­tions to tan­gible fixed as­sets;

3.

re­struc­tur­ing;

4.

se­cur­ing the long-term prosper­ity of the un­der­tak­ing.

⁴ Pro­vi­sions that are no longer re­quired need not be can­celled.