¹ A re­gistered at­tor­ney is a per­son who has been ex­pressly or ta­citly gran­ted the au­thor­ity to con­duct op­er­a­tions and to sign per pro­cur­a­tion on be­half of a trad­ing, man­u­fac­tur­ing or oth­er com­mer­cial busi­ness by its own­er.

² The own­er of the busi­ness must give no­tice of the grant­ing of the power of at­tor­ney for entry in the com­mer­cial re­gister but is bound by the ac­tions of the re­gistered at­tor­ney even be­fore it is entered.

³ The grant­ing of au­thor­ity to con­duct oth­er kinds of busi­ness or trans­ac­tions also re­quires entry of the at­tor­ney in the com­mer­cial re­gister.

¹ In deal­ings with bona fide third parties, the re­gistered at­tor­ney is deemed au­thor­ised to com­mit the own­er of the busi­ness by sign­ing bills of ex­change and to carry out on his be­half all types of trans­ac­tion that fall with­in the scope of the com­mer­cial op­er­a­tions and busi­ness af­fairs of the own­er.

² The re­gistered at­tor­ney is not au­thor­ised to ali­en­ate or en­cum­ber im­mov­able prop­erty un­less ex­pressly ves­ted with such powers.

¹ The re­gistered power of at­tor­ney may be lim­ited to the busi­ness af­fairs of a spe­cif­ic branch.

² It may be con­ferred on two or more per­sons col­lect­ively (joint power of at­tor­ney) such that the sig­na­ture of one at­tor­ney is not bind­ing on the prin­cip­al un­less oth­ers par­ti­cip­ate in the trans­ac­tion as pre­scribed.

³ Oth­er lim­it­a­tions of au­thor­ity have no leg­al ef­fect on bona fide third parties.

¹ Any with­draw­al of the power of at­tor­ney must be entered in the com­mer­cial re­gister, even where no entry was made of its con­fer­ral.

² As long as such with­draw­al has not been re­gistered and pub­lished, the re­gistered power of at­tor­ney re­mains in force as against bona fide third parties.

¹ Where the own­er of a trad­ing, man­u­fac­tur­ing or oth­er com­mer­cial es­tab­lish­ment ap­points a per­son to rep­res­ent him in man­aging the af­fairs of the busi­ness as a whole or in car­ry­ing out cer­tain trans­ac­tions on be­half of the busi­ness without grant­ing that per­son a re­gistered power of at­tor­ney, the agency au­thor­ity of the rep­res­ent­at­ive ex­tends to all activ­it­ies that fall with­in the nor­mal scope of the com­mer­cial op­er­a­tions of the busi­ness or are nor­mally con­nec­ted with the trans­ac­tions in ques­tion.

² However, a com­mer­cial agent is not au­thor­ised to sign bills of ex­change, take out loans or con­duct lit­ig­a­tion un­less ex­pressly gran­ted such powers.

¹ A re­gistered at­tor­ney or com­mer­cial agent ap­poin­ted to man­age the af­fairs of the busi­ness as a whole or em­ployed by the own­er of the busi­ness may not without the own­er’s con­sent en­gage in trans­ac­tions for his own ac­count or that of a third party in the eco­nom­ic sec­tors in which the own­er him­self is act­ive.²⁷⁰

² In the event of any vi­ol­a­tion of this pro­vi­sion, the own­er of the busi­ness may seek com­pens­a­tion for the res­ult­ant dam­age and ap­pro­pri­ate the rel­ev­ant trans­ac­tions for his own ac­count.

¹ The re­gistered power of at­tor­ney and au­thor­ity to act as com­mer­cial agent may be re­voked at any time without pre­ju­dice to rights ac­cru­ing to the parties con­cerned un­der any ex­ist­ing in­di­vidu­al con­tract of em­ploy­ment, part­ner­ship agree­ment, man­date or the like.²⁷¹

² The death or in­ca­pa­city of the own­er of the busi­ness does not ex­tin­guish the re­gistered power of at­tor­ney or au­thor­ity to act as com­mer­cial agent.

By means of a pay­ment in­struc­tion, the re­cip­i­ent of the in­struc­tion (agent) is au­thor­ised to trans­fer money, se­cur­it­ies or oth­er fun­gibles for the ac­count of the party is­su­ing the in­struc­tion (prin­cip­al) to the pay­ee and the pay­ee is au­thor­ised to re­ceive them in his own name.

¹ Where the pur­pose of the pay­ment in­struc­tion is to re­deem a debt owed by the prin­cip­al to the pay­ee, the debt is re­deemed only once the agent has made the trans­fer.

² However, where the pay­ee has ac­cep­ted a pay­ment in­struc­tion, he may as­sert his claim against the prin­cip­al only if he called for pay­ment from the agent but did not re­ceive it be­fore ex­piry of the term stip­u­lated in the pay­ment in­struc­tion.

³ A cred­it­or who does not wish to ac­cept a pay­ment in­struc­tion re­ceived from his debt­or must no­ti­fy the debt­or im­me­di­ately in or­der to avoid li­ab­il­ity in dam­ages.

¹ An agent who no­ti­fies the pay­ee that he ac­cepts the pay­ment in­struc­tion un­re­servedly is ob­liged to pay the pay­ee and may raise against him only such ob­jec­tions as arise from their per­son­al re­la­tion­ship or from the terms of the pay­ment in­struc­tion, not ob­jec­tions arising from his re­la­tion­ship with the prin­cip­al.

² An agent who is in­debted to the prin­cip­al is ob­liged to com­ply with the pay­ment in­struc­tion, provided that in do­ing so his own po­s­i­tion is in no way pre­ju­diced.

³ Even in this case the agent is not ob­liged to de­clare his ac­cept­ance pri­or to pay­ment, un­less oth­er­wise agreed with the prin­cip­al.

Where the agent re­fuses to make the pay­ment called for by the pay­ee or de­clares in ad­vance that he will not make it, the pay­ee must no­ti­fy the prin­cip­al im­me­di­ately in or­der to avoid li­ab­il­ity in dam­ages.

¹ The prin­cip­al may re­voke the pay­ment in­struc­tion as against the pay­ee un­less he is­sued it in or­der to re­deem a debt to the pay­ee or oth­er­wise in fa­vour of the lat­ter.

² He may re­voke it as against the agent provided the agent has not no­ti­fied the pay­ee of his ac­cept­ance.

^2bis Un­less the reg­u­la­tions of a pay­ment sys­tem provide oth­er­wise, a pay­ment in­struc­tion in a cash­less trans­ac­tion be­comes ir­re­voc­able as soon as the trans­fer amount is deb­ited from the prin­cip­al's ac­count.²⁷²

³ In the event of bank­ruptcy pro­ceed­ings against the prin­cip­al, pay­ment in­struc­tions that have not yet been ac­cep­ted are deemed re­voked.

¹ The pro­vi­sions of this Title ap­ply to pay­ment in­struc­tions made out to the bear­ers of ne­go­ti­able se­cur­it­ies on the premise that each such bear­er is con­sidered to be the pay­ee in re­la­tion to the agent, where­as the rights as between the prin­cip­al and the pay­ee are es­tab­lished only in re­spect of each trans­fer­or and trans­fer­ee.

² The spe­cial pro­vi­sions gov­ern­ing cheques and pay­ment in­struc­tions sim­il­ar in nature to bills of ex­change are un­af­fected.

¹ A con­tract of bail­ment is a con­tract in which the bailee un­der­takes to take re­ceipt of a chat­tel en­trus­ted to him by the bail­or and to keep it in a safe place.

² The bailee may claim re­mu­ner­a­tion only where this has been ex­pressly stip­u­lated or was to be ex­pec­ted in the cir­cum­stances.

¹ The bail­or must re­im­burse the bailee for ex­penses in­curred in per­form­ance of the con­tract.

² He is li­able to the bailee for dam­age caused by the bail­ment un­less he can prove that such dam­age oc­curred through no fault of his own.

¹ The bailee may not use the de­pos­ited chat­tel without the bail­or’s con­sent.

² If he does, he must pay the bail­or ad­equate com­pens­a­tion and is li­able for any chance oc­cur­rence un­less he can prove that such oc­cur­rence would have af­fected the chat­tel in any event.

¹ The bail­or may re­claim the bailed chat­tel to­geth­er with any growth or ac­cru­al thereto at any time, even where a fixed term was agreed for the bail­ment.

² However, the bail­or must re­im­burse the bailee for ex­penses in­curred with a view to bail­ment over the agreed term.

¹ The bailee may re­turn the bailed chat­tel be­fore ex­piry of the stip­u­lated term only where un­fore­seen cir­cum­stances render the bailee un­able to keep the chat­tel safely or without det­ri­ment to him­self.

² Where no term was agreed for the bail­ment, the bailee may re­turn the chat­tel at any time.

The bailed chat­tel is re­turned at the risk and ex­pense of the bail­or at the same place where it was to be kept.

Where sev­er­al bailees have jointly re­ceived a chat­tel in bail­ment, they are jointly and sev­er­ally li­able.

¹ If a third party claims title to the bailed chat­tel, the bailee re­mains ob­liged to re­turn it to the bail­or un­less it has been at­tached by court or­der or the third party has brought ac­tion to es­tab­lish title against the bail­or.

² In this event, the bailee must in­form the bail­or im­me­di­ately.

Where two or more per­sons, with a view to pro­tect­ing their rights, de­pos­it an ob­ject whose leg­al status is dis­puted or un­cer­tain in bail­ment with a third party (of­fi­cial re­ceiv­er), the lat­ter may re­turn it only with the con­sent of the in­ter­ested parties or as dir­ec­ted by the court.

¹ Where money is de­pos­ited with the ex­press or ta­cit agree­ment that the bailee is not ob­liged to re­turn pre­cisely the same notes and coin but merely the same sum of money, all at­tend­ant risks and be­ne­fits pass to the bailee.

² A ta­cit agree­ment is pre­sumed if the sum of money was un­sealed and open when de­pos­ited.

³ Where oth­er fun­gibles or se­cur­it­ies are de­pos­ited in bail­ment, the bailee has power to dis­pose of them only if ex­pressly au­thor­ised so to do by the bail­or.

¹ A ware­house keep­er who pub­licly of­fers ware­hous­ing ser­vices may ap­ply to the com­pet­ent au­thor­ity for the right to is­sue doc­u­ments of title to the goods kept in stor­age.

² These doc­u­ments of title to goods are se­cur­it­ies that con­fer the right to take de­liv­ery of the goods stored.

³ They may be made out to a named per­son, to or­der or to bear­er.

¹ A ware­house keep­er has the same duty of care in re­la­tion to stored goods as a com­mis­sion agent.

² Where feas­ible, he must in­form the bail­or of any changes in the con­di­tion of the goods that call for fur­ther meas­ures.

³ He must al­low the bail­or to in­spect the goods and to take test samples dur­ing busi­ness hours and to take meas­ures ne­ces­sary to pre­serve the goods at any time.

¹ A ware­house keep­er may mix fun­gibles with oth­er items of the same kind and qual­ity only if ex­pressly au­thor­ised so to do.

² Each bail­or may re­claim a num­ber cor­res­pond­ing to his de­pos­it from any goods thus in­ter­mingled.

³ The ware­house keep­er may make the re­quired di­vi­sion without the in­volve­ment of the oth­er bail­ors.

¹ The ware­house keep­er is en­titled to the agreed or cus­tom­ary ware­house fee and to re­im­burse­ment of all ex­penses not res­ult­ing from the ac­tu­al stor­age of the goods (freight charges, cus­toms du­ties, re­pairs).

² Such ex­penses must be re­im­bursed im­me­di­ately, where­as the ware­house fee is pay­able in ar­rears for every three months of stor­age and in any event whenev­er all or some of the goods are re­claimed.

³ The ware­house keep­er’s claims are se­cured by a li­en on the goods, provided he re­mains in pos­ses­sion of the goods or may dis­pose of them by means of a doc­u­ment of title to goods.

¹ The ware­house keep­er has the same ob­lig­a­tion to re­turn the goods as an or­din­ary bailee, ex­cept that he re­mains bound to ob­serve the con­trac­tu­al stor­age dur­a­tion even where an or­din­ary bailee would be en­titled to re­turn them soon­er ow­ing to un­fore­seen cir­cum­stances.

² Where a doc­u­ment of title to goods has been is­sued, the ware­house keep­er is en­titled and ob­liged to re­lease the goods only to the be­ne­fi­ciary named therein.

¹ Innkeep­ers and hoteliers who provide ac­com­mod­a­tion for per­sons not known to them are li­able for any dam­age, de­struc­tion or mis­ap­pro­pri­ation of per­son­al ef­fects brought onto the premises by their guests un­less they can prove that such dam­age is at­trib­ut­able to the guest him­self or to his vis­it­ors, com­pan­ions or staff or to force ma­jeure or to the nature of the ob­jects in ques­tion.

² However, the li­ab­il­ity for per­son­al ef­fects brought onto the premises by guests is sub­ject to an up­per lim­it of 1,000 francs for each guest where no fault can be ascribed to the innkeep­er or hoteli­er or his staff.

¹ Where valu­ables, large sums of money or se­cur­it­ies are not de­pos­ited with the innkeep­er or hoteli­er, the lat­ter is only li­able for them if he or his staff are at fault.

² Where he ac­cepts or de­clines the de­pos­it of such items, he is li­able for their full value.

³ Where the guest can­not reas­on­ably be ex­pec­ted to de­pos­it such items, the innkeep­er or hoteli­er is li­able for them as for the oth­er per­son­al ef­fects of the guest.

¹ The guest’s claims are for­feited if he fails to re­port any dam­age to the innkeep­er or hoteli­er im­me­di­ately.

² The innkeep­er or hoteli­er may not ex­empt him­self from li­ab­il­ity by post­ing dis­claim­er no­tices on the premises or mak­ing such li­ab­il­ity de­pend­ent on con­di­tions not spe­cified in law.

¹ Own­ers of stables are li­able for any dam­age, de­struc­tion or mis­ap­pro­pri­ation of an­im­als, vehicles and their ap­pur­ten­ances en­trus­ted to or oth­er­wise re­ceived by them or by their staff un­less they can prove that such dam­age is at­trib­ut­able to the bail­or or his vis­it­ors, com­pan­ions or staff or to force ma­jeure or to the nature of the an­im­als or ob­jects de­pos­ited.

² However, li­ab­il­ity for an­im­als, vehicles and ap­pur­ten­ances ac­com­mod­ated in stables is sub­ject to a max­im­um of 1,000 francs for each bail­or where no fault can be ascribed to the stable own­er or his staff.

¹ Innkeep­ers, hoteliers and stable own­ers have a li­en on the an­im­als and ob­jects brought onto their premises as se­cur­ity for their claims in con­nec­tion with ac­com­mod­a­tion and stor­age.

² The pro­vi­sions gov­ern­ing the land­lord’s or lessor’s right of li­en ap­ply mu­tatis mutandis.

¹ Un­der a con­tract of surety, the surety un­der­takes as against the cred­it­or of the prin­cip­al debt­or to vouch for per­form­ance of the ob­lig­a­tion.

² A con­tract of surety pre­sup­poses the ex­ist­ence of a val­id primary ob­lig­a­tion. A fu­ture or con­di­tion­al ob­lig­a­tion may be guar­an­teed by means of a con­tract of surety provided that the primary ob­lig­a­tion takes ef­fect.

³ A per­son stand­ing surety for per­form­ance of an ob­lig­a­tion res­ult­ing from a con­tract that is not bind­ing on the prin­cip­al debt­or as a res­ult of er­ror or in­ca­pa­city to make a con­tract is li­able for such ob­lig­a­tion, sub­ject to the con­di­tions and doc­trines of the law gov­ern­ing surety, if he was aware of the de­fect viti­at­ing the con­tract at the time he gave his com­mit­ment. The same ap­plies to any per­son who stands surety for per­form­ance of an ob­lig­a­tion that is time-barred for the prin­cip­al debt­or.

⁴ Un­less the law provides oth­er­wise, the surety may not waive in ad­vance the rights con­ferred on him un­der this Title.

¹ The con­tract of surety is val­id only where the surety makes a writ­ten de­clar­a­tion and in­dic­ates in the surety bond the max­im­um amount for which he is li­able.

² Where the surety is a nat­ur­al per­son, his de­clar­a­tion must ad­di­tion­ally be done in the form of a pub­lic deed in con­form­ity with the rules in force at the place where the in­stru­ment is drawn up. Where the li­ab­il­ity un­der surety does not ex­ceed the sum of 2,000 francs, it is suf­fi­cient for the surety to in­dic­ate the amount for which he is li­able and the ex­ist­ence of joint and sev­er­al li­ab­il­ity, if any, in his own hand in the surety bond it­self.

³ Con­tracts of surety in fa­vour of the Con­fed­er­a­tion or its pub­lic in­sti­tu­tions or in fa­vour of a can­ton for the per­form­ance of pub­lic law ob­lig­a­tions, such as cus­toms du­ties, taxes and the like, and for freight charges merely re­quire the writ­ten de­clar­a­tion of the surety and an in­dic­a­tion in the surety bond it­self of the amount for which he is li­able.

⁴ Where the total li­ab­il­ity is di­vided in­to smal­ler amounts in or­der to cir­cum­vent the form­al re­quire­ment of a pub­lic deed, the form­al re­quire­ments for con­tracts of surety for such par­tial amounts are the same as those pre­scribed for the total.

⁵ The sole form­al re­quire­ment for sub­sequent amend­ments to the surety, ex­cept where the total li­ab­il­ity is in­creased or the surety is trans­formed from a simple surety in­to a joint and sev­er­al surety, is that they be done in writ­ing. Where the prin­cip­al ob­lig­a­tion is as­sumed by a third party such that the debt­or is re­leased, the con­tract of surety is ex­tin­guished un­less the surety has con­sen­ted in writ­ing to such as­sump­tion.

⁶ The form­al re­quire­ments ap­plic­able to the con­tract of surety also ap­ply to the con­fer­ral of spe­cial au­thor­ity to enter in­to a con­tract of surety and the prom­ise to stand surety for the con­tract­ing party or a third party. The parties may agree in writ­ing to lim­it the surety’s li­ab­il­ity to that por­tion of the prin­cip­al ob­lig­a­tion that is sat­is­fied first.

⁷ The Fed­er­al Coun­cil may cap the fee pay­able for draw­ing up the surety bond as a pub­lic deed.

¹ A mar­ried per­son may val­idly stand as surety only with the writ­ten con­sent of his spouse giv­en in ad­vance or at the latest sim­ul­tan­eously, un­less the spouses are sep­ar­ated by court judg­ment.

² ...²⁷⁴

³ The spouse’s con­sent to sub­sequent amend­ments of a con­tract of surety is re­quired only where the total li­ab­il­ity is to be in­creased or a simple surety is to be trans­formed in­to a joint and sev­er­al surety, or where the ef­fect of the amend­ment is to di­min­ish the level of se­cur­ity sub­stan­tially.

⁴ The same ap­plies mu­tatis mutandis to re­gistered part­ners.²⁷⁵

¹The cred­it­or may re­sort to a simple surety only if, after the surety was provided, the debt­or is de­clared bank­rupt or ob­tains a debt re­struc­tur­ing morator­i­um, or is the ob­ject of debt en­force­ment pro­ceed­ings in­stig­ated with due di­li­gence by the cred­it­or which have res­ul­ted in the is­sue of a defin­it­ive cer­ti­fic­ate of loss, or has re­lo­cated his dom­i­cile abroad and can no longer be sued in Switzer­land, or leg­al ac­tion against him in for­eign courts has been sub­stan­tially im­peded as a res­ult of such re­lo­ca­tion.

² Where the claim is se­cured by pledges, a simple surety may re­quire that the cred­it­or sat­is­fy his claim first from such pledges, provided the debt­or has not been de­clared bank­rupt or ob­tained a debt re­struc­tur­ing morator­i­um.

³ Where the surety has un­der­taken solely to cov­er any short­fall suffered by the cred­it­or (in­dem­nity bond), he may not be sued un­less a defin­it­ive cer­ti­fic­ate of loss has been is­sued against the prin­cip­al debt­or or the lat­ter has re­lo­cated his dom­i­cile abroad and can no longer be sued in Switzer­land, or leg­al ac­tion against him in for­eign courts has been sub­stan­tially im­peded as a res­ult of such re­lo­ca­tion. Where a com­pos­i­tion agree­ment has been con­cluded, the surety may be sued for the re­mit­ted por­tion of the prin­cip­al ob­lig­a­tion im­me­di­ately on the entry in­to force of the com­pos­i­tion agree­ment.

⁴ Agree­ments to the con­trary are re­served.

¹ Where a per­son stands surety for an ob­lig­a­tion by ap­pend­ing the words “joint and sev­er­al” or an equi­val­ent phrase, the cred­it­or may re­sort to him be­fore su­ing the prin­cip­al debt­or and be­fore real­ising prop­erty giv­en in pledge provided the prin­cip­al debt­or has de­faul­ted on his debt pay­ments and has been is­sued with pay­ment re­mind­ers to no avail or is mani­festly in­solv­ent.

² The cred­it­or may re­sort to the surety be­fore real­ising pledged chat­tels and debts only to the ex­tent that these are deemed by the court un­likely to cov­er the debt or where such se­quence was agreed or where the debt­or has been de­clared bank­rupt or ob­tained a debt re­struc­tur­ing morator­i­um.

¹ Where two or more per­sons stand surety for a single di­vis­ible prin­cip­al ob­lig­a­tion, each of them is li­able as simple surety for his share and as col­lat­er­al surety for the shares of the oth­ers.

² Where they have as­sumed joint and sev­er­al li­ab­il­ity by agree­ment with the prin­cip­al debt­or or among them­selves, each of them is li­able for the whole ob­lig­a­tion. However, a co-surety may re­fuse to pay more than his share where debt en­force­ment pro­ceed­ings have not been com­menced against all oth­er jointly and sev­er­ally li­able co-sureties who entered in­to the con­tract of surety be­fore him or at the same time and who may be sued for the ob­lig­a­tion in Switzer­land. He has the same right if his co-sureties have paid their share or fur­nished real se­cur­ity. Un­less oth­er­wise agreed, a co-surety who has paid his share has a right of re­course against oth­er jointly and sev­er­ally li­able co-sureties to the ex­tent that each of them has not yet paid his share. This right may be ex­er­cised be­fore re­course against the prin­cip­al debt­or.

³ Where it was ap­par­ent to the cred­it­or that the surety entered in­to the con­tract on con­di­tion that oth­ers would stand surety with him for the same prin­cip­al ob­lig­a­tion, the surety is re­leased if such con­di­tion is not ful­filled or if sub­sequently one of the co-sureties is re­leased from his li­ab­il­ity by the cred­it­or or if his un­der­tak­ing is de­clared in­val­id. In this last case the court may also, on grounds of equity, simply ad­ju­dic­ate that the surety’s li­ab­il­ity be re­duced by an ap­pro­pri­ate amount.

⁴ Where sev­er­al per­sons have in­de­pend­ently agreed to stand surety for the same prin­cip­al ob­lig­a­tion, each of them is li­able for the whole amount of his own com­mit­ment. However, un­less oth­er­wise agreed, a surety who pays such amount has a right of re­course against the oth­ers for their re­spect­ive shares.

¹ A col­lat­er­al surety who stands surety to the cred­it­or for per­form­ance of the ob­lig­a­tion as­sumed by the primary surety is li­able to­geth­er with the lat­ter in the same way as a simple surety is li­able with the prin­cip­al debt­or.

² A counter-surety stands surety for the right of re­course against the debt­or ac­cru­ing to the primary surety who hon­ours his com­mit­ment.

¹ In all cases, the surety’s li­ab­il­ity is lim­ited to the max­im­um amount in­dic­ated in the surety bond.

² Un­less oth­er­wise agreed, he is li­able up to this lim­it for:

1.

the amount of the prin­cip­al ob­lig­a­tion, in­clud­ing the leg­al con­sequences of any fault or de­fault on the part of the prin­cip­al debt­or, but not for dam­age res­ult­ing from the ex­tinc­tion of the con­tract and any con­trac­tu­al pen­alty un­less this was ex­pressly agreed;

2.

the costs of debt en­force­ment pro­ceed­ings and leg­al ac­tion brought against the prin­cip­al debt­or, provided that the surety was giv­en timely op­por­tun­ity to avoid them by sat­is­fy­ing the cred­it­or, and, where ap­plic­able, for the costs of de­liv­er­ing pledges and trans­fer­ring li­ens;

3.

in­terest at the con­trac­tu­ally agreed rate up to a max­im­um of the in­terest pay­able for the cur­rent year and the pre­vi­ous year or, where ap­plic­able, for the an­nu­al pay­ments due for the cur­rent year and the pre­vi­ous year.

³ Un­less oth­er­wise provided by the con­tract or dic­tated by the cir­cum­stances, the surety is li­able only for the prin­cip­al debt­or’s ob­lig­a­tions arising after the con­tract of surety was con­cluded.

¹ Un­less oth­er­wise agreed at the out­set or by sub­sequent amend­ment, the amount for which a surety who is a nat­ur­al per­son is li­able de­creases every year by three per cent or, where the claim is se­cured by mort­gage, by one per cent of the ori­gin­al max­im­um li­ab­il­ity. In all cases where the surety is a nat­ur­al per­son, the amount de­creases in at least the same pro­por­tion as the ob­lig­a­tion.

² This does not ap­ply to con­tracts of surety in fa­vour of the Con­fed­er­a­tion or its pub­lic in­sti­tu­tions or in fa­vour of a can­ton for the per­form­ance pub­lic law ob­lig­a­tions such as cus­toms du­ties, taxes and the like, and for freight charges, or to con­tracts of surety for the per­form­ance of of­fi­cial and civil ser­vice ob­lig­a­tions or for ob­lig­a­tions of vari­able amount, such as cur­rent ac­counts and con­tracts for de­liv­ery by in­stal­ments, and for peri­od­ic, re­cur­rent ob­lig­a­tions.

¹ The cred­it­or may not ap­ply to the surety in re­spect of the prin­cip­al ob­lig­a­tion be­fore the date fixed for its pay­ment even if such date is brought for­ward fol­low­ing the prin­cip­al debt­or’s bank­ruptcy.

² Un­der a con­tract of surety of any type, in ex­change for fur­nish­ing real se­cur­ity, the surety may re­quest that the court sus­pend the debt en­force­ment pro­ceed­ings against him un­til all pledges have been real­ised and a defin­it­ive cer­ti­fic­ate of loss has been is­sued against the prin­cip­al debt­or or a com­pos­i­tion agree­ment has been con­cluded with the cred­it­ors.

³ Where the prin­cip­al ob­lig­a­tion may not fall due without no­tice be­ing served by the cred­it­or or the prin­cip­al debt­or, the time lim­it for the surety does not com­mence un­til the date on which he re­ceives such no­tice.

⁴ Where the ob­lig­a­tion of a prin­cip­al debt­or resid­ing abroad is an­nulled or re­stric­ted by for­eign le­gis­la­tion, such as by pro­vi­sions re­lat­ing to clear­ing sys­tems or a ban on cur­rency trans­fers, a surety res­id­ent in Switzer­land may also rely on such le­gis­la­tion un­less he has waived this de­fence.

¹ The surety is en­titled and ob­liged to plead against the cred­it­or all de­fences open to the prin­cip­al debt­or or his heirs which are not based on the in­solv­ency of the prin­cip­al debt­or. Surety­ship for ob­lig­a­tions that are not bind­ing on the prin­cip­al debt­or ow­ing to er­ror or in­ca­pa­city to make a con­tract or for time-barred ob­lig­a­tions is re­served.

² Where the prin­cip­al debt­or waives a de­fence that is open to him, the surety may nev­er­the­less plead it.

³ Where the surety fails to plead de­fences open to the prin­cip­al debt­or, he for­feits his right of re­course to the ex­tent that such de­fences would have re­leased him from li­ab­il­ity un­less he can prove that he was un­aware of them through no fault of his own.

⁴ A per­son who stands surety for an ob­lig­a­tion that is not ac­tion­able be­cause it stems from gambling or bet­ting may plead the same de­fences as are open to the prin­cip­al debt­or even if he was aware of that de­fect.

¹ Where the li­ens and oth­er se­cur­it­ies and pref­er­en­tial rights fur­nished when the con­tract of surety is con­cluded or sub­sequently ob­tained from the prin­cip­al debt­or for the spe­cif­ic pur­pose of se­cur­ing the claim un­der surety are re­duced by the cred­it­or to the det­ri­ment of the surety, the lat­ter’s li­ab­il­ity is de­creased by an equal amount un­less it can be proven that the dam­age is less. Claims for resti­tu­tion of the over-paid amount are un­af­fected.

² Moreover, in the case of con­tracts of surety for the per­form­ance of of­fi­cial and civil ser­vice ob­lig­a­tions, the cred­it­or is li­able to the surety if, as a res­ult of his fail­ure to su­per­vise the em­ploy­ee as re­quired or to act with the di­li­gence that could reas­on­ably be ex­pec­ted of him, the ob­lig­a­tion arose or in­creased to an ex­tent that it would not have oth­er­wise reached.²⁷⁶

³ On be­ing sat­is­fied by the surety, the cred­it­or is re­quired to fur­nish him with such doc­u­ments and in­form­a­tion as are re­quired to ex­er­cise his rights. The cred­it­or must also re­lease to him the li­ens and oth­er se­cur­it­ies fur­nished when the con­tract of surety was con­cluded or sub­sequently ob­tained from the prin­cip­al debt­or for the spe­cif­ic pur­pose of se­cur­ing the claim un­der surety or must take the re­quis­ite meas­ures to fa­cil­it­ate their trans­fer. This does not ap­ply to li­ens and rights of pledge held by the cred­it­or in re­la­tion to oth­er claims where they take pre­ced­ence over those of the surety.

⁴ Where the cred­it­or re­fuses without just cause to take such meas­ures or has ali­en­ated the avail­able evid­ence or the pledges and oth­er se­cur­it­ies for which he is re­spons­ible in bad faith or through gross neg­li­gence, the surety is re­leased from his li­ab­il­ity. He may de­mand the re­turn of sums already paid and seek com­pens­a­tion for any fur­ther dam­age in­curred.

¹ As soon as the prin­cip­al ob­lig­a­tion falls due, even as a res­ult of the bank­ruptcy of the prin­cip­al debt­or, the surety may at any time de­mand that the cred­it­or ac­cept sat­is­fac­tion from him. Where sev­er­al per­sons stand surety for an ob­lig­a­tion, the cred­it­or is ob­liged to ac­cept even a part pay­ment, provided it at least equals the share of the surety of­fer­ing pay­ment.

² Where the cred­it­or re­fuses without just cause to ac­cept pay­ment, the surety is re­leased from his li­ab­il­ity. In this event the li­ab­il­ity of all oth­er jointly and sev­er­ally li­able co-sureties is de­creased by the amount of his share.

³ If the cred­it­or is pre­pared to ac­cept sat­is­fac­tion, the surety may pay him even be­fore the prin­cip­al ob­lig­a­tion falls due. However, the surety has no right of re­course against the prin­cip­al debt­or un­til the ob­lig­a­tion falls due.

¹ Where the debt­or is six months in ar­rears in the pay­ment of cap­it­al, in­terest ac­crued over half a year or an an­nu­al re­pay­ment, the cred­it­or must no­ti­fy the surety. The cred­it­or must in­form the surety of the status of the prin­cip­al ob­lig­a­tion on re­quest.

² In the event of bank­ruptcy or com­pos­i­tion pro­ceed­ings con­cern­ing the prin­cip­al debt­or, the cred­it­or must re­gister his claim and do everything con­scion­able to safe­guard his rights. He must in­form the surety of the bank­ruptcy or debt re­struc­tur­ing morator­i­um as soon as he him­self learns of it.

³ Should the cred­it­or fail to take any of these ac­tions, he for­feits his claims against the surety to the ex­tent of any dam­age to the lat­ter res­ult­ing from such fail­ure.

The surety may re­quire that the prin­cip­al debt­or fur­nish se­cur­ity and de­mand his re­lease from li­ab­il­ity once the prin­cip­al ob­lig­a­tion falls due:

1.

where the prin­cip­al debt­or breaches the agree­ments made with the surety, and in par­tic­u­lar his prom­ise to re­lease the surety by a cer­tain date;

2.

where the prin­cip­al debt­or is in de­fault or has re­lo­cated his dom­i­cile abroad and leg­al ac­tion against him in for­eign courts has been sub­stan­tially im­peded as a res­ult;

3.

where the surety faces sub­stan­tially great­er risks than when he agreed to of­fer the surety be­cause of a de­teri­or­a­tion in the prin­cip­al debt­or’s fin­an­cial situ­ation, a de­crease in the value of the se­cur­ity fur­nished or the fault of the prin­cip­al debt­or.

¹ The surety is sub­rog­ated to the cred­it­or’s rights to the ex­tent that he has sat­is­fied him. The surety may ex­er­cise these as soon as the ob­lig­a­tion falls due.

² However, un­less oth­er­wise agreed, he is sub­rog­ated only to those li­ens and oth­er se­cur­it­ies which had been fur­nished when the con­tract of surety was con­cluded or were sub­sequently ob­tained from the prin­cip­al debt­or for the spe­cif­ic pur­pose of se­cur­ing the claim. If on pay­ing only part of the debt the surety is sub­rog­ated to only part of a li­en, the part re­main­ing with the cred­it­or takes pre­ced­ence over that of the surety.

³ Spe­cial claims and de­fences arising from the leg­al re­la­tion­ship between the surety and the prin­cip­al debt­or are re­served.

⁴ Where a pledge se­cur­ing a claim un­der surety is real­ised or the own­er of the pledge pays vol­un­tar­ily, he may only have re­course against the surety for such pay­ment where an agree­ment to this ef­fect was reached between the pledgor and the surety or the pledge was giv­en sub­sequently by a third party.

⁵ The pre­script­ive peri­od for the surety’s right of re­course com­mences on sat­is­fac­tion of the cred­it­or by the surety.

⁶ The surety has no right of re­course against the prin­cip­al debt­or for pay­ment of any ob­lig­a­tion that is not ac­tion­able or not bind­ing on the prin­cip­al debt­or as a res­ult of er­ror or in­ca­pa­city to make a con­tract. However, if he has as­sumed li­ab­il­ity for a time-barred ob­lig­a­tion at the be­hest of the prin­cip­al debt­or, the lat­ter is li­able to him pur­su­ant to the pro­vi­sions gov­ern­ing man­dates.

¹ Where the surety pays the prin­cip­al ob­lig­a­tion in full or in part, he must no­ti­fy the prin­cip­al debt­or.

² If he fails to do so and the prin­cip­al debt­or pays it again be­cause he was not and could not be ex­pec­ted to be aware of the surety’s pay­ment, the surety for­feits his right of re­course against the prin­cip­al debt­or.

³ This does not af­fect any claim against the cred­it­or for un­just en­rich­ment.

¹ The surety is re­leased as soon as the prin­cip­al ob­lig­a­tion is ex­tin­guished for whatever reas­on.

² Where the same per­son is both prin­cip­al debt­or and surety, the cred­it­or re­tains the spe­cial priv­ileges con­ferred by the con­tract of surety.

³ Any surety giv­en by a nat­ur­al per­son is ex­tin­guished once twenty years have elapsed from the date on which the con­tract was entered in­to. This does not ap­ply to con­tracts of surety in fa­vour of the Con­fed­er­a­tion or its pub­lic in­sti­tu­tions or in fa­vour of a can­ton for the per­form­ance of pub­lic law ob­lig­a­tions such as cus­toms du­ties, taxes and the like, and for freight charges, or to con­tracts of surety for the per­form­ance of of­fi­cial and civil ser­vice ob­lig­a­tions and for peri­od­ic, re­cur­rent ob­lig­a­tions.

⁴ Dur­ing the fi­nal year of this peri­od, the cred­it­or may re­sort to the surety even where a longer dur­a­tion was agreed for the con­tract of surety, un­less the surety has pre­vi­ously ex­ten­ded the con­tract or re­placed it with a new one.

⁵ The con­tract of surety may be ex­ten­ded by means of a writ­ten de­clar­a­tion by the surety for an ad­di­tion­al peri­od of no more than ten years. However, the writ­ten de­clar­a­tion is val­id only if done no earli­er than one year be­fore the con­tract ex­pires.

⁶ Where the prin­cip­al ob­lig­a­tion be­comes pay­able less than two years be­fore the con­tract of surety ex­pires and the cred­it­or was un­able to give no­tice to ter­min­ate it soon­er, un­der a con­tract of surety of any type the cred­it­or is en­titled to re­sort to the surety without pri­or re­course to the prin­cip­al debt­or or the pledges. However, the surety has a right of re­course against the prin­cip­al debt­or even be­fore the prin­cip­al ob­lig­a­tion be­comes pay­able.

¹ A con­tract of surety for a fu­ture ob­lig­a­tion may be re­voked by the surety at any time by means of a writ­ten de­clar­a­tion to the cred­it­or, provided that the ob­lig­a­tion has not yet aris­en, where the prin­cip­al debt­or’s fin­an­cial situ­ation has sub­stan­tially de­teri­or­ated since the con­tract was con­cluded or where it sub­sequently tran­spires that his fin­an­cial situ­ation is sub­stan­tially worse than the surety had in good faith as­sumed. Con­tracts of surety for the per­form­ance of of­fi­cial and civil ser­vice ob­lig­a­tions may no longer be re­voked once the of­fi­cial or civil ser­vice re­la­tion­ship has come in­to be­ing.

² The surety is li­able to com­pensate the cred­it­or for any dam­age res­ult­ing from the fact that he re­lied in good faith on the con­tract of surety.

³ Where a con­tract of surety is con­cluded for a fixed term, the surety’s li­ab­il­ity is ex­tin­guished if the cred­it­or fails to as­sert his claim at law with­in four weeks of the ex­piry of such term and to pur­sue it without sig­ni­fic­ant in­ter­rup­tion.

⁴ Where the ob­lig­a­tion is not due at that junc­ture, the surety may ex­empt him­self from li­ab­il­ity only by fur­nish­ing real se­cur­ity.

⁵ If he fails to do so, the con­tract of surety re­mains val­id, sub­ject to the pro­vi­sion gov­ern­ing the max­im­um dur­a­tion of con­tracts of surety, as if the agreed dur­a­tion had been un­til the ob­lig­a­tion falls due.

¹ Where a con­tract of surety is con­cluded for an in­def­in­ite term, once the prin­cip­al debt­or’s ob­lig­a­tion falls due the surety may, where ac­tion may be brought only on such con­di­tions, re­quest that the cred­it­or as­sert his claim with­in a peri­od of four weeks, in­stig­ate pro­ceed­ings to real­ise any ex­ist­ing pledges and pur­sue his claim without sig­ni­fic­ant in­ter­rup­tion.

² In the case of claims that fall due on ex­piry of a peri­od of no­tice served by the cred­it­or, once one year has elapsed since the con­tract of surety was con­cluded, the surety has the right to re­quest that the cred­it­or serve no­tice and, once the ob­lig­a­tion is due, ex­er­cise his rights in ac­cord­ance with para. 1.

³ The surety is re­leased if the cred­it­or does not com­ply with such re­quest.

¹ A con­tract of surety for the per­form­ance of of­fi­cial ob­lig­a­tions con­cluded for an in­def­in­ite term may be ter­min­ated sub­ject to one year’s no­tice ex­pir­ing at the end of a term of of­fice.

² Where there is no fixed term of of­fice, the surety may ter­min­ate the con­tract by giv­ing one year’s no­tice ex­pir­ing at the end of a four-year peri­od com­men­cing when the of­fice was taken up.

³ A per­son stand­ing surety for the per­form­ance of civil ser­vice ob­lig­a­tions for an in­def­in­ite term has the same right to give no­tice of ter­min­a­tion as un­der an open-ended con­tract of surety for of­fi­cial ob­lig­a­tions.

⁴ Agree­ments to the con­trary are un­af­fected.

¹ Gambling and bet­ting do not give rise to a claim.

² The same ap­plies to ad­vances or loans know­ingly made for the pur­poses of gambling or bet­ting and to con­tracts for dif­fer­ence and trans­ac­tions for de­liv­ery of com­mod­it­ies or se­cur­it­ies that are spec­u­lat­ive in char­ac­ter.

¹ A promis­sory note or bill of ex­change signed by the gam­bler or bet­tor to cov­er the sum gambled or bet may not be en­forced even fol­low­ing de­liv­ery of the in­stru­ment, sub­ject to the rights that se­cur­it­ies con­fer on bona fide third parties.

² A vol­un­tary pay­ment may be re­claimed only where the in­ten­ded gambling or bet­ting activ­ity could not take place as a res­ult of chance oc­cur­rence or the ac­tions of the re­cip­i­ent, or where the lat­ter has com­mit­ted an im­pro­pri­ety.

¹ Lot­ter­ies and prize draws give rise to a claim only where they have been ap­proved by the com­pet­ent au­thor­ity.

² In the ab­sence of such ap­prov­al, the claim is treated as a gambling claim.

³ Lot­ter­ies or draws au­thor­ised abroad do not en­joy leg­al pro­tec­tion in Switzer­land un­less the com­pet­ent Swiss au­thor­ity has au­thor­ised the sale of tick­ets.

Games of chance in casi­nos give rise to claims where they take place in a casino li­censed by the com­pet­ent au­thor­ity.

¹ A life an­nu­ity may be cre­ated for the life­time of the an­nu­it­ant, the grant­or or a third party.

² In the ab­sence of any spe­cif­ic agree­ment, the pre­sump­tion is that it is settled for the life of the an­nu­it­ant.

³ Un­less oth­er­wise agreed, an an­nu­ity settled for the life of the grant­or or of a third party passes to the heirs of the an­nu­it­ant.

The life an­nu­ity agree­ment is val­id only if done in writ­ing.

¹ Un­less oth­er­wise agreed, the life an­nu­ity is pay­able every six months in ad­vance.

² If the per­son on whom the life an­nu­ity is settled dies be­fore the end of the peri­od for which it is pay­able in ad­vance, the grant­or owes the full amount.

³ If the grant­or is de­clared bank­rupt, the an­nu­it­ant may as­sert his en­ti­tle­ments by bring­ing a cap­it­al claim for the amount that would be re­quired at the time the grant­or is de­clared bank­rupt to es­tab­lish an equi­val­ent con­tract of an­nu­ity with a reput­able an­nu­ity in­sti­tu­tion.

¹ Un­less oth­er­wise agreed, the life an­nu­it­ant may as­sign his rights.

² ...²⁷⁹

The pro­vi­sions of this Code gov­ern­ing life an­nu­ity agree­ments do not ap­ply to life an­nu­ity agree­ments sub­ject to the Fed­er­al Act of 2 April 1908²⁸⁰ on In­sur­ance Policies, with the ex­cep­tion of the pro­vi­sion gov­ern­ing with­draw­al of an­nu­ity en­ti­tle­ments.

¹ A life­time main­ten­ance agree­ment is a con­tract in which the be­ne­fi­ciary un­der­takes to trans­fer an es­tate or in­di­vidu­al as­sets to the settlor in re­turn for an un­der­tak­ing to provide main­ten­ance and care for his life­time.

² If the settlor is ap­poin­ted heir to the be­ne­fi­ciary, the en­tire re­la­tion­ship is sub­ject to the pro­vi­sions gov­ern­ing con­tracts of suc­ces­sion.

¹ The life­time main­ten­ance agree­ment must be done in the same form as a con­tract of suc­ces­sion, even where it does not in­volve the des­ig­na­tion of an heir.

² However, where it is con­cluded with a li­censed care home on con­di­tions ap­proved by the com­pet­ent au­thor­ity, writ­ten form is suf­fi­cient.

A be­ne­fi­ciary who trans­fers land to the oth­er party re­tains a stat­utory li­en on the prop­erty as se­cur­ity for his claims in the same man­ner as a seller.

¹ The be­ne­fi­ciary be­comes part of the settlor’s house­hold and the settlor is ob­liged to provide him such be­ne­fits as he might reas­on­ably ex­pect to re­ceive in the light of the value of the as­sets trans­ferred and his pre­vi­ous stand­ard of liv­ing.

² The settlor is ob­liged to provide the be­ne­fi­ciary with ap­pro­pri­ate ac­com­mod­a­tion and main­ten­ance and, in the event of his ill­ness, with the ne­ces­sary care and med­ic­al treat­ment.

³ Sub­ject to ap­prov­al by the com­pet­ent au­thor­ity, care homes may ad­opt house rules whereby such be­ne­fits are in­cor­por­ated as gen­er­ally bind­ing con­trac­tu­al terms.

¹ A life­time main­ten­ance agree­ment may be chal­lenged by per­sons to whom the be­ne­fi­ciary has a leg­al duty of main­ten­ance where con­clu­sion of the agree­ment would de­prive the be­ne­fi­ciary of the means of dis­char­ging such duty.

² In­stead of res­cind­ing the agree­ment, the court may or­der the settlor to main­tain such per­sons, with any such main­ten­ance be­ing brought in­to ac­count against the be­ne­fits owed to the be­ne­fi­ciary un­der the life­time main­ten­ance agree­ment.

³ Ac­tions in abate­ment by heirs and leg­al chal­lenges by cred­it­ors are re­served.

¹ The life­time main­ten­ance agree­ment may be ter­min­ated by either party at any time sub­ject to six months’ no­tice, where ac­cord­ing to the agree­ment the per­form­ance of one party is sub­stan­tially great­er in value than that of the oth­er and the party be­ne­fit­ing from such im­bal­ance can­not show that the oth­er in­ten­ded it as a gift.

² The de­cis­ive cri­terion here is the re­la­tion between the cap­it­al and the life an­nu­ity ac­cord­ing to the prin­ciples ap­plied by any reput­able an­nu­ity in­sti­tu­tion.

³ Per­form­ance already rendered at the time of ter­min­a­tion is re­turned after its cap­it­al­ised value plus in­terest has been set off.

¹ Either party may uni­lat­er­ally ter­min­ate the agree­ment where the re­la­tion­ship has be­come un­con­scion­able as a res­ult of breach of con­trac­tu­al ob­lig­a­tions or where oth­er good cause has rendered its con­tinu­ation ex­ceed­ingly dif­fi­cult or im­possible.

² Where the agree­ment is ter­min­ated on such grounds, the party at fault must pay ad­equate com­pens­a­tion to the in­no­cent party in ad­di­tion to re­turn­ing the per­form­ance re­ceived.

³ In­stead of res­cind­ing the agree­ment, at the re­quest of one party or of its own ac­cord the court may dis­solve the joint house­hold and award a life an­nu­ity to the be­ne­fi­ciary by way of com­pens­a­tion.

¹ On the death of the settlor the be­ne­fi­ciary may with­in one year in­sist that the agree­ment be ter­min­ated.

² In this event, he has a claim against the heirs equi­val­ent to the claim he would have in the event of the settlor’s bank­ruptcy.

¹ The be­ne­fi­ciary’s claim is non-trans­fer­able.

² In the event of the settlor’s bank­ruptcy, the be­ne­fi­ciary has a claim equi­val­ent to the cap­it­al that would be re­quired to ac­quire from a reput­able an­nu­ity in­sti­tu­tion a life an­nu­ity equal in value to the be­ne­fits owed to him by the settlor.

³ In the case of debt en­force­ment by at­tach­ment, the be­ne­fi­ciary may par­ti­cip­ate in the at­tach­ment in re­spect of this claim without need to bring pri­or en­force­ment pro­ceed­ings.

¹ A part­ner­ship is a con­trac­tu­al re­la­tion­ship in which two or more per­sons agree to com­bine their ef­forts or re­sources in or­der to achieve a com­mon goal.

² A simple part­ner­ship with­in the mean­ing of this Title is any part­ner­ship that does not ful­fil the dis­tinct­ive cri­ter­ia of any of the oth­er types of part­ner­ship co­di­fied herein.

¹ Each part­ner must make a con­tri­bu­tion, which may be money, ob­jects, claims or la­bour.

² Un­less oth­er­wise agreed, con­tri­bu­tions must be equal and of the nature and size re­quired to achieve the part­ner­ship’s pur­pose.

³ The bear­ing of risk by and war­ranty ob­lig­a­tions of the part­ners are gov­erned mu­tatis mutandis by the rules on leases where a con­tri­bu­tion in­volves the trans­fer by an in­di­vidu­al part­ner of the use of an ob­ject, and by the rules gov­ern­ing con­tracts of sale where it in­volves trans­fer of title.

Each part­ner is ob­liged to share with his fel­low part­ners any profit which by nature be­longs to the part­ner­ship.

¹ Un­less oth­er­wise agreed, each part­ner has an equal share in profits and losses re­gard­less of the nature and amount of his con­tri­bu­tion.

² Where only the part­ner’s share in the profits or his share in the losses is agreed, such agree­ment ap­plies to both.

³ It is per­mit­ted to agree that a part­ner whose con­tri­bu­tion to the com­mon pur­pose con­sists of la­bour will par­ti­cip­ate in the profits but not in the losses.

¹ Part­ner­ship res­ol­u­tions are made with the con­sent of all part­ners.

² Where the part­ner­ship agree­ment provides for res­ol­u­tions to be passed by ma­jor­ity vote, it is defined as a nu­mer­ic­al ma­jor­ity of the part­ners.

¹ All part­ners have the right to man­age the part­ner­ship un­less the task is en­trus­ted ex­clus­ively to one or more part­ners or to third parties by agree­ment or res­ol­u­tion.

² Where all or sev­er­al part­ners have the right to man­age the part­ner­ship, each of them may act without the in­volve­ment of the oth­ers, al­though every oth­er part­ner au­thor­ised to man­age the part­ner­ship has the right to ob­ject to and thereby fore­stall any man­age­ment ac­tion be­fore it is car­ried out.

³ The un­an­im­ous con­sent of all the part­ners is re­quired to ap­point a gen­er­al at­tor­ney or to carry out trans­ac­tions which tran­scend the scope of or­din­ary busi­ness, un­less there is risk in delay.

No part­ner may carry out trans­ac­tions for his own be­ne­fit which thwart or ob­struct the pur­pose of the part­ner­ship.

¹ Where one part­ner in­curs ex­penses or con­tracts li­ab­il­it­ies in con­nec­tion with af­fairs con­duc­ted on be­half of the part­ner­ship or suf­fers losses as a dir­ect con­sequence of his man­age­ment activ­it­ies or the in­trins­ic­ally as­so­ci­ated risks, the oth­er part­ners share his li­ab­il­ity.

² A part­ner who makes cash ad­vances on be­half of the part­ner­ship may claim in­terest as of the date on which they were made.

³ By con­trast, he is not en­titled to re­mu­ner­a­tion for his per­son­al ser­vices.

¹ Each part­ner must con­duct part­ner­ship af­fairs with the di­li­gence and care that he would nor­mally de­vote to his own af­fairs.

² He is li­able to the oth­er part­ners for any dam­age caused through his fault and may not set off against such dam­age the be­ne­fits ob­tained for the part­ner­ship in his oth­er activ­it­ies.

³ Man­aging part­ners who are re­mu­ner­ated for their man­age­ment ser­vices are li­able in ac­cord­ance with the pro­vi­sions gov­ern­ing man­dates.

¹ The man­age­ment au­thor­ity gran­ted to one of the part­ners un­der the part­ner­ship agree­ment may not be with­drawn or re­stric­ted by the oth­er part­ners without good cause.

² Where good cause ex­ists, au­thor­ity may be with­drawn by each of the oth­er part­ners even where the part­ner­ship agree­ment provides oth­er­wise.

³ In par­tic­u­lar, good cause is deemed to ex­ist where the man­aging part­ner is guilty of a ser­i­ous breach of his du­ties or has be­come in­cap­able of prop­er man­age­ment of the part­ner­ship’s af­fairs.

¹ Un­less this Title or the part­ner­ship agree­ment provides oth­er­wise, the re­la­tion­ship between the man­aging part­ners and the oth­er part­ners is sub­ject to the pro­vi­sions gov­ern­ing man­dates.

² Where a part­ner who lacks man­age­ment au­thor­ity con­ducts busi­ness on the part­ner­ship’s be­half or a man­aging part­ner ex­ceeds his man­age­ment au­thor­ity, the pro­vi­sions gov­ern­ing agency without au­thor­ity ap­ply.

¹ A part­ner who lacks man­age­ment au­thor­ity has the right to re­ceive in­form­a­tion on the status of the part­ner­ship’s af­fairs, to in­spect its books and doc­u­ments and to ob­tain a sum­mary state­ment of its fin­an­cial po­s­i­tion for his per­son­al in­form­a­tion.

² Any con­trary agree­ment is void.

¹ No part­ner may ad­mit a third party in­to the part­ner­ship without the con­sent of the oth­er part­ners.

² Where a part­ner uni­lat­er­ally grants a third party a par­ti­cip­a­tion in his own share in the part­ner­ship or as­signs his en­tire share to the third party, the lat­ter does not be­come a part­ner and in par­tic­u­lar does not ac­quire any right to in­form­a­tion on part­ner­ship af­fairs.

¹ A part­ner who deals with a third party on be­half of the part­ner­ship but in his own name ac­quires rights and ob­lig­a­tions as against that third party in a purely in­di­vidu­al ca­pa­city.

² Where a part­ner deals with a third party in the name of the part­ner­ship or all the part­ners, the oth­er part­ners ac­quire rights and ob­lig­a­tions as against that third party only to the ex­tent en­vis­aged by the pro­vi­sions gov­ern­ing rep­res­ent­a­tion.

³ A part­ner is pre­sumed em­powered to rep­res­ent the part­ner­ship or all the part­ners in deal­ings with third parties as soon as man­age­ment au­thor­ity is con­ferred on him.

¹ Ob­jects, rights in rem and claims trans­ferred to or ac­quired for the part­ner­ship be­long jointly to the part­ners as stip­u­lated in the part­ner­ship agree­ment.

² Un­less oth­er­wise provided in the part­ner­ship agree­ment, the cred­it­ors of a part­ner may claim only the share in the pro­ceeds of li­quid­a­tion of that part­ner by way of sat­is­fac­tion.

³ Sub­ject to con­trary agree­ment, part­ners are jointly and sev­er­ally li­able for ob­lig­a­tions to third parties con­trac­ted jointly or through rep­res­ent­at­ives.

¹ The part­ner­ship is dis­solved:

1.

where the pur­pose of the part­ner­ship has been achieved or be­come im­possible to achieve;

2.

on the death of one of the part­ners, un­less it was pre­vi­ously agreed that the part­ner­ship would con­tin­ue with his heirs;

3.²⁸¹

where the share in the pro­ceeds of li­quid­a­tion of a part­ner is sub­ject to com­puls­ory sale or one of the part­ners is de­clared bank­rupt or made sub­ject to a gen­er­al deputy­ship;

4.

by un­an­im­ous de­cision of the part­ners;

5.

on ex­piry of the peri­od for which the part­ner­ship was es­tab­lished;

6.

by no­tice of ter­min­a­tion served by one of the part­ners, where such right was re­served in the part­ner­ship agree­ment or the part­ner­ship was es­tab­lished for an in­def­in­ite dur­a­tion or for the life­time of one of the part­ners;

7.

by court²⁸² judg­ment in cases of dis­sol­u­tion for good cause.

²The dis­sol­u­tion of the part­ner­ship may be re­ques­ted for good cause be­fore the dur­a­tion of the part­ner­ship agree­ment ex­pires or, where it was es­tab­lished for an in­def­in­ite dur­a­tion, with im­me­di­ate ef­fect.

¹ Where the part­ner­ship was es­tab­lished for an in­def­in­ite dur­a­tion or for the life­time of one of the part­ners, each part­ner may ter­min­ate the part­ner­ship by giv­ing six months’ no­tice.

² No­tice must be giv­en in good faith and not at an in­op­por­tune junc­ture and, where an an­nu­al ac­count­ing peri­od is en­vis­aged, it must ex­pire at the end of a fin­an­cial year.

³ Where on ex­piry of the term for which it had been es­tab­lished the part­ner­ship is ta­citly con­tin­ued, it is deemed re­newed for an in­def­in­ite dur­a­tion.

¹ Where the part­ner­ship is dis­solved for any reas­on oth­er than no­tice of ter­min­a­tion, a part­ner re­tains his au­thor­ity to man­age the part­ner­ship’s busi­ness un­til he learns of the dis­sol­u­tion or ought to have learned of it had he shown due di­li­gence.

² Where the part­ner­ship is dis­solved on the death of a part­ner, the heir of the de­ceased must in­form the oth­er part­ners of his death without delay and con­tin­ue in good faith to at­tend to the part­ner­ship af­fairs of the de­ceased un­til the re­quis­ite ar­range­ments have been made.

³The oth­er part­ners must like­wise con­tin­ue to man­age the part­ner­ship’s busi­ness in the in­ter­im.

¹ Con­tri­bu­tions to the part­ner­ship do not simply re­vert to those who made them in the li­quid­a­tion that the part­ners must carry out after the part­ner­ship is dis­solved.

² However, each part­ner is en­titled to the value for which his con­tri­bu­tion was ac­cep­ted.

³Where no such value was de­term­ined, his claim is for the value of the con­tri­bu­tion at the time it was made.

¹ Where a sur­plus re­mains after sat­is­fac­tion of part­ner­ship debts, re­im­burse­ment of the ex­penses in­curred and ad­vances made by each part­ner and re­turn of the value of con­tri­bu­tions, it is di­vided as profit among the part­ners.

² Where, after sat­is­fac­tion of debts and the re­im­burse­ment of ex­penses and ad­vances, the part­ner­ship’s as­sets are not suf­fi­cient to cov­er the re­turn of con­tri­bu­tions, the short­fall is borne equally by the part­ners as a loss.

¹ The li­quid­a­tion fol­low­ing the dis­sol­u­tion of the part­ner­ship must be car­ried out jointly by all part­ners, in­clud­ing those without man­age­ment au­thor­ity.

² However, where the part­ner­ship agree­ment re­lated only to cer­tain spe­cif­ic trans­ac­tions to be car­ried out by one part­ner in his own name but on be­half of the part­ner­ship, that part­ner must carry out such trans­ac­tions and give ac­count of them to the oth­er part­ners even after the part­ner­ship has been dis­solved.

The dis­sol­u­tion of the part­ner­ship does not af­fect ob­lig­a­tions entered in­to with third parties.

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 re­gister of­fice 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 re­gister of­fice 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.²⁸⁶

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.²⁸⁷

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.²⁸⁸

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 1889²⁸⁹.

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 the law on com­pan­ies lim­ited by shares ap­ply mu­tatis mutandis.

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 shall draw up a bal­ance sheet at the be­gin­ning of the li­quid­a­tion.

² Where the li­quid­a­tion lasts for an ex­ten­ded peri­od, in­ter­im ac­counts²⁹¹ shall be 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 three-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.²⁹²

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.