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 or the ex­tern­al aud­it­or.⁷⁵²

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

³ Only the pub­lic sec­tor cor­por­a­tion shall have the right to dis­miss the rep­res­ent­at­ives that it ap­poin­ted to the board and the ex­tern­al aud­it­or.⁷⁵³ The pub­lic sec­tor cor­por­a­tion is li­able to the co­oper­at­ive, its mem­bers and cred­it­ors for the ac­tions of these rep­res­ent­at­ives, sub­ject to the 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 entered in the com­mer­cial re­gister re­gistered are as­signed a busi­ness iden­ti­fic­a­tion num­ber in ac­cord­ance with the Fed­er­al Act of 18 June 2010⁷⁵⁷ 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 entered in the com­mer­cial re­gister at the place of found­a­tion. Ex­emp­ted from this ob­lig­a­tion are mem­bers of the lib­er­al pro­fes­sions and farm­ers who do not op­er­ate a com­mer­cial busi­ness.

² Branch of­fices must be entered 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 entered 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 entered 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 in the Swiss Of­fi­cial Com­mer­cial Gaz­ette. If there is no re­sponse to this re­quest, the leg­al en­tity shall be de­leted.⁷⁵⁸

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 in the Swiss Of­fi­cial Com­mer­cial Gaz­ette, it shall be de­leted from the com­mer­cial re­gister.⁷⁵⁹

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 entered 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 entered 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 2006⁷⁶⁰, 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.⁷⁶²

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 pro­pri­et­or­ship⁷⁶³ 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 pro­pri­et­or­ships⁷⁶⁴ 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 ex­tern­al aud­it­or un­der Art­icle 83b para­graph 2 Swiss Civil Code⁷⁷⁶.

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.

³ If the fin­an­cial re­port­ing is not car­ried out in francs, the an­nu­al av­er­age ex­change rate shall be ap­plied to as­cer­tain the value in ac­cord­ance with para­graph 2.⁷⁷⁷

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.

³ If the un­der­tak­ing ex­er­cises a waiver in ac­cord­ance with Art­icle 961d para­graph 1, 962 para­graph 3 or 963a para­graph 1 num­ber 2, pub­lic­a­tion and in­spec­tion shall be gov­erned by the rules for its own an­nu­al ac­counts.⁷⁷⁹

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.⁷⁸¹

vol­un­tary re­tained earn­ings,

e.⁷⁸²

own cap­it­al shares as neg­at­ive items,

f.⁷⁸³

profit car­ried for­ward or loss car­ried for­ward as neg­at­ive items,

g.⁷⁸⁴

an­nu­al profit or an­nu­al loss 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 shall present 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 be 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;

4.⁷⁸⁵

the num­ber of its own shares that the un­der­tak­ing it­self or the un­der­tak­ings that it con­trols hold (Art. 963);

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;

14.⁷⁸⁶

in the event of the ex­tern­al aud­it­or’s pre­ma­ture resig­na­tion or re­mov­al: the reas­ons there­for;

15.⁷⁸⁷

all the cap­it­al in­creases and cap­it­al re­duc­tions that the board of dir­ect­ors has made with­in a cap­it­al band.

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 right to vote.

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.

¹ An in­ter­im ac­count shall be pre­pared in ac­cord­ance with the rules on an­nu­al ac­counts and shall com­prise a bal­ance sheet, a profit and loss ac­count and the notes to the ac­counts. The rules for lar­ger un­der­tak­ings and groups are re­served.

² Sim­pli­fic­a­tions or ab­bre­vi­ations are per­mit­ted provided they do not ad­versely af­fect the present­a­tion of the busi­ness per­form­ance. The ac­count must as a min­im­um have the head­ings and sub­totals con­tained in the most re­cent an­nu­al ac­counts. In ad­di­tion, the notes to in­ter­im ac­counts shall con­tain the fol­low­ing in­form­a­tion:

1.

the pur­pose of the in­ter­im ac­count;

2.

the sim­pli­fic­a­tions and ab­bre­vi­ations, in­clud­ing any derog­a­tions from the prin­ciples ap­plied in the most re­cent an­nu­al ac­counts;

3.

oth­er factors that have sig­ni­fic­antly in­flu­enced the eco­nom­ic situ­ation of the un­der­tak­ing dur­ing the re­port­ing peri­od, in par­tic­u­lar com­ments on sea­son­al factors.

³ The in­ter­im ac­count shall be des­ig­nated as such. It must be signed by the chair of the highest man­age­ment or ad­min­is­tra­tion body and the per­son re­spons­ible with­in the un­der­tak­ing for the in­ter­im ac­count.

Un­der­tak­ings that are re­quired by law to have an or­din­ary audit must:

1.

provide ad­di­tion­al in­form­a­tion in the notes to the an­nu­al ac­counts;

2.

pre­pare a cash flow state­ment as part of the an­nu­al ac­counts;

3.

draw up a man­age­ment re­port.

The notes to the an­nu­al ac­counts must also con­tain the fol­low­ing in­form­a­tion:

1.

long-term in­terest-bear­ing li­ab­il­it­ies, ar­ranged ac­cord­ing to due date with­in one to five years or after five years;

2.

on the fees paid to the ex­tern­al aud­it­or, with sep­ar­ate items for audit ser­vices and oth­er ser­vices.

The cash flow state­ment presents sep­ar­ately changes in cash and cash equi­val­ents from busi­ness op­er­a­tions, in­vest­ment activ­it­ies and fin­an­cing activ­it­ies.

¹ The man­age­ment re­port presents the busi­ness per­form­ance and the eco­nom­ic po­s­i­tion of the un­der­tak­ing and, if ap­plic­able, of the cor­por­ate group at the end of the fin­an­cial year from points of view not covered in the an­nu­al ac­counts.

² The man­age­ment re­port must in par­tic­u­lar provide in­form­a­tion on:

1.

the num­ber of full-time po­s­i­tions on an­nu­al av­er­age;

2.

the con­duct of a risk as­sess­ment;

3.

or­ders and as­sign­ments;

4.

re­search and de­vel­op­ment activ­it­ies;

5.

ex­traordin­ary events;

6.

fu­ture pro­spects.

³ The man­age­ment re­port must not con­tra­dict the eco­nom­ic po­s­i­tion presen­ted in the an­nu­al ac­counts.

¹ The ad­di­tion­al in­form­a­tion in the notes to the an­nu­al ac­counts, the cash flow state­ment and the man­age­ment re­port may be dis­pensed with if:

1.

the un­der­tak­ing pre­pares an ac­count or con­sol­id­ated ac­counts in ac­cord­ance with a re­cog­nised fin­an­cial re­port­ing stand­ard; or

2.

a leg­al en­tity that con­trols the un­der­tak­ing pre­pares con­sol­id­ated ac­counts in ac­cord­ance with a re­cog­nised fin­an­cial re­port­ing stand­ard.⁷⁹⁰

² The fol­low­ing per­sons may re­quest fin­an­cial re­ports in ac­cord­ance with the reg­u­la­tions in this Sec­tion:

1.

com­pany mem­bers who rep­res­ent at least 10 per cent of the ba­sic cap­it­al;

2.

10 per cent of co­oper­at­ive mem­bers or 20 per cent of the mem­bers of an as­so­ci­ation;

3.

any com­pany mem­ber or any mem­ber sub­ject to per­son­al li­ab­il­ity or a duty to pay in fur­ther cap­it­al.

¹ In ad­di­tion to an­nu­al ac­counts un­der this Title, the fol­low­ing must pre­pare fin­an­cial state­ments in ac­cord­ance with a re­cog­nised fin­an­cial re­port­ing stand­ard:

1.

com­pan­ies whose equity se­cur­it­ies are lis­ted on a stock mar­ket, if the stock mar­ket so re­quires;

2.

co­oper­at­ives with a min­im­um of 2000 mem­bers;

3.

found­a­tions that are re­quired by law to have an or­din­ary audit.

² The fol­low­ing may also re­quest fin­an­cial state­ments in ac­cord­ance with a re­cog­nised stand­ard:

1.

com­pany mem­bers who rep­res­ent at least 20 per cent of the ba­sic cap­it­al;

2.

10 per cent of co­oper­at­ive mem­bers or 20 per cent of the mem­bers of an as­so­ci­ation;

3.

any com­pany mem­ber or any mem­ber sub­ject to per­son­al li­ab­il­ity or a duty to pay in fur­ther cap­it­al.

³ The duty to pre­pare fin­an­cial state­ments in ac­cord­ance with a re­cog­nised stand­ard ceases to ap­ply if con­sol­id­ated ac­counts are pre­pared in ac­cord­ance with a re­cog­nised stand­ard.

⁴ The su­preme man­age­ment or ad­min­is­trat­ive body is re­spons­ible for choos­ing the re­cog­nised stand­ard, un­less the Art­icles of As­so­ci­ation, the by-laws or the found­a­tion deed provide oth­er­wise or the su­preme man­age­ment body fails to spe­cify the re­cog­nised stand­ard.

¹ If fin­an­cial state­ments are pre­pared in ac­cord­ance with a re­cog­nised fin­an­cial re­port­ing stand­ard, de­tails of the stand­ard must be giv­en in the fin­an­cial state­ments.

² The chosen re­cog­nised stand­ard must be ap­plied in its en­tirely and for the fin­an­cial state­ments as a whole.

³ Com­pli­ance with the re­cog­nised stand­ard must be veri­fied by a qual­i­fied audit spe­cial­ist. An or­din­ary audit must be made of the fin­an­cial state­ments.

⁴ Fin­an­cial state­ments in ac­cord­ance with a re­cog­nised stand­ard must be sub­mit­ted to the su­preme man­age­ment body when the an­nu­al ac­counts are sub­mit­ted for ap­prov­al, al­though they do not re­quire ap­prov­al.

⁵ The Fed­er­al Coun­cil shall spe­cify the re­cog­nised stand­ards. It may stip­u­late re­quire­ments that must be met when choos­ing a stand­ard or when chan­ging from one stand­ard to an­oth­er.

¹ Where a leg­al en­tity that is re­quired to file fin­an­cial re­ports con­trols one or more un­der­tak­ings that are re­quired to file fin­an­cial re­ports, the en­tity must pre­pare con­sol­id­ated an­nu­al ac­counts (con­sol­id­ated ac­counts) in the an­nu­al re­port for all the un­der­tak­ings con­trolled.

² A leg­al en­tity con­trols an­oth­er un­der­tak­ing if it:

1.

dir­ectly or in­dir­ectly holds a ma­jor­ity of votes in the highest man­age­ment body;

2.

dir­ectly or in­dir­ectly has the right to ap­point or re­move a ma­jor­ity of the mem­bers of the su­preme man­age­ment or ad­min­is­trat­ive body; or

3.

it is able to ex­er­cise a con­trolling in­flu­ence based on the art­icles of as­so­ci­ation, the found­a­tion deed, a con­tract or com­par­able in­stru­ments.

³ A re­cog­nised stand­ard un­der Art­icle 963b may define the group of un­der­tak­ings.

⁴ As­so­ci­ations, found­a­tions and co­oper­at­ives may del­eg­ate the duty to pre­pare con­sol­id­ated ac­counts to a con­trolled un­der­tak­ing provided the con­trolled un­der­tak­ing con­cerned brings all the oth­er un­der­tak­ings to­geth­er un­der a single man­age­ment by hold­ing a vot­ing ma­jor­ity or in any oth­er way and proves that it ac­tu­ally ex­er­cises con­trol.

¹ A leg­al en­tity is ex­empt from the duty to pre­pare con­sol­id­ated ac­counts if it:

1.

to­geth­er with the con­trolled un­der­tak­ing has not ex­ceeded two of the fol­low­ing thresholds in two suc­cess­ive fin­an­cial years:

a.

a bal­ance sheet total of 20 mil­lion francs,

b.

sales rev­en­ue of 40 mil­lion francs,

c.

250 full-time po­s­i­tions on an­nu­al av­er­age;

2.

is con­trolled by an un­der­tak­ing whose con­sol­id­ated ac­counts have been pre­pared and audited in ac­cord­ance with Swiss or equi­val­ent for­eign reg­u­la­tions; or

3.

it has del­eg­ated the duty to pre­pare con­sol­id­ated ac­counts to a con­trolled un­der­tak­ing in ac­cord­ance with Art­icle 963 para­graph 4.

² Con­sol­id­ated ac­counts must non­ethe­less be pre­pared where:

1.

this is ne­ces­sary in or­der to make the most re­li­able as­sess­ment of the eco­nom­ic po­s­i­tion;

2.⁷⁹¹

com­pany mem­bers who rep­res­ent at least 20 per cent of the ba­sic cap­it­al or 10 per cent of the mem­bers of a co­oper­at­ive or 20 per cent of the mem­bers of an as­so­ci­ation so re­quire;

3.

a com­pany mem­ber or an as­so­ci­ation mem­ber sub­ject to per­son­al li­ab­il­ity or a duty to pay in fur­ther cap­it­al so re­quires; or

4.

the found­a­tion su­per­vis­ory au­thor­ity so re­quires.

³ If the fin­an­cial re­port­ing is not car­ried out in francs, in or­der to as­cer­tain the val­ues in ac­cord­ance with para­graph 1 num­ber 1 the ex­change rate on the bal­ance sheet date shall be ap­plied for the bal­ance sheet total and the an­nu­al av­er­age ex­change rate for the sales rev­en­ue.⁷⁹²

¹ The con­sol­id­ated ac­counts of the fol­low­ing un­der­tak­ings must be pre­pared in ac­cord­ance with a re­cog­nised fin­an­cial re­port­ing stand­ard:

1.

com­pan­ies whose equity se­cur­it­ies are lis­ted on a stock mar­ket, if the stock mar­ket so re­quires;

2.

co­oper­at­ives with a min­im­um of 2000 mem­bers;

3.

found­a­tions that are re­quired by law to have an or­din­ary audit.

² Art­icle 962a para­graphs 1–3 and 5 ap­ply mu­tatis mutandis.

³ The con­sol­id­ated ac­counts of oth­er un­der­tak­ings are gov­erned by re­cog­nised fin­an­cial re­port­ing prin­ciples. In the notes to the con­sol­id­ated ac­counts, the un­der­tak­ing shall spe­cify the valu­ation prin­ciples. If it derog­ates from such rules, it shall give no­tice there­of in the notes to the ac­counts and provide the in­form­a­tion re­quired for as­sess­ing the as­set, fin­an­cing and earn­ings of the cor­por­ate group in a dif­fer­ent form.

⁴ Con­sol­id­ated ac­counts must non­ethe­less be pre­pared in ac­cord­ance with a re­cog­nised fin­an­cial re­port­ing stand­ard where:

1.

com­pany mem­bers who rep­res­ent at least 20 per cent of the ba­sic cap­it­al or 10 per cent of the mem­bers of a co­oper­at­ive or 20 per cent of the mem­bers of an as­so­ci­ation so re­quire;

2.

a com­pany mem­ber or an as­so­ci­ation mem­ber sub­ject to per­son­al li­ab­il­ity or a duty to pay in fur­ther cap­it­al so re­quires; or

3.

the found­a­tion su­per­vis­ory au­thor­ity so re­quires.

¹ Un­der­tak­ings shall pre­pare a re­port on non-fin­an­cial mat­ters each year if:

1.

they are com­pan­ies of pub­lic in­terest as defined in Art­icle 2 let­ter c of the Aud­it­or Over­sight Act of 16 Decem­ber 2005⁷⁹⁵;

2.

to­geth­er with the Swiss or for­eign un­der­tak­ings that they con­trol, they have at least 500 full-time equi­val­ent po­s­i­tions on an­nu­al av­er­age in two suc­cess­ive fin­an­cial years; and

3.

to­geth­er with the Swiss or for­eign un­der­tak­ings that they con­trol, they ex­ceed at least one of the fol­low­ing amounts in two suc­cess­ive fin­an­cial years:

a.

a bal­ance sheet total of 20 mil­lion francs,

b.

sales rev­en­ue of 40 mil­lion francs.

² The fore­go­ing re­quire­ment does not ap­ply to un­der­tak­ings that are con­trolled by an­oth­er un­der­tak­ing:

1.

to which para­graph 1 ap­plies; or

2.

that must pre­pare an equi­val­ent re­port un­der for­eign law.

¹ The re­port on non-fin­an­cial mat­ters shall cov­er en­vir­on­ment­al mat­ters, in par­tic­u­lar the CO₂goals, so­cial is­sues, em­ploy­ee-re­lated is­sues, re­spect for hu­man rights and com­bat­ing cor­rup­tion. The re­port shall con­tain the in­form­a­tion re­quired to un­der­stand the busi­ness per­form­ance, the busi­ness res­ult, the state of the un­der­tak­ing and the ef­fects of its activ­ity on these non-fin­an­cial mat­ters.

² The re­port shall in­clude in par­tic­u­lar:

1.

a de­scrip­tion of the busi­ness mod­el;

2.

a de­scrip­tion of the policies ad­op­ted in re­la­tion to the mat­ters re­ferred to in para­graph 1, in­clud­ing the due di­li­gence ap­plied;

3.

a present­a­tion of the meas­ures taken to im­ple­ment these policies and an as­sess­ment of the ef­fect­ive­ness of these meas­ures;

4.

a de­scrip­tion of the main risks re­lated to the mat­ters re­ferred to in para­graph 1 and how the un­der­tak­ing is deal­ing with these risks; in par­tic­u­lar it shall cov­er risks:

a.

that arise from the un­der­tak­ing's own busi­ness op­er­a­tions, and

b.

provided this is rel­ev­ant and pro­por­tion­ate, that arise from its busi­ness re­la­tion­ships, products or ser­vices;

5.

the main per­form­ance in­dic­at­ors for the un­der­tak­ing's activ­it­ies in re­la­tion to the mat­ters re­ferred to in para­graph 1.

³ If the re­port is based on na­tion­al, European or in­ter­na­tion­al reg­u­la­tions, such as the prin­ciples laid down by the Or­gan­isa­tion for Eco­nom­ic Co­oper­a­tion and De­vel­op­ment (OECD) in par­tic­u­lar, the reg­u­la­tions ap­plied must be men­tioned in the re­port. In ap­ply­ing such reg­u­la­tions, it must be en­sured that all the re­quire­ments of this Art­icle are met. If ne­ces­sary, a sup­ple­ment­ary re­port must be pre­pared.

⁴ If an un­der­tak­ing has sole con­trol or joint con­trol with oth­er com­pany of one or more oth­er Swiss or for­eign un­der­tak­ings, the re­port shall cov­er all these un­der­tak­ings.

⁵ If the un­der­tak­ing does not fol­low a policy with re­spect to one or more of the mat­ters re­ferred to in para­graph 1, it shall ex­plain this clearly in the re­port, stat­ing the reas­ons there­for.

⁶ The re­port shall be pre­pared in a na­tion­al lan­guage or in Eng­lish.

¹ The re­port on non-fin­an­cial mat­ters re­quires the ap­prov­al and sig­na­ture of the su­preme man­age­ment or gov­ern­ing body and the ap­prov­al of the gov­ern­ing body re­spons­ible for ap­prov­ing the an­nu­al ac­counts.

² The su­preme man­age­ment or gov­ern­ing body shall en­sure that the re­port:

1.

is pub­lished on­line im­me­di­ately fol­low­ing ap­prov­al;

2.

re­mains pub­licly ac­cess­ible for at least ten years.

³ Art­icle 958f ap­plies by ana­logy to keep­ing and re­tain­ing the re­ports.

¹ Com­pan­ies that are re­quired by law to un­der­go an or­din­ary audit and which and which are either them­selves or through a com­pany that they con­trol in­volved in the ex­trac­tion of min­er­als, oil or nat­ur­al gas or in the har­vest­ing of tim­ber in primary forests must pro­duce a re­port each year on the pay­ments they have made to state bod­ies.⁷⁹⁷

² If the com­pany must draw up con­sol­id­ated an­nu­al ac­counts, then it must pro­duce a con­sol­id­ated re­port on pay­ments made to state bod­ies (group pay­ments re­port); this re­places the re­ports from the in­di­vidu­al com­pan­ies.

³ If a com­pany with re­gistered of­fice in Switzer­land is in­cluded in the group pay­ments re­port that it or an­oth­er com­pany with re­gistered of­fice abroad has pro­duced in ac­cord­ance with the Swiss or equi­val­ent reg­u­la­tions, it need not pro­duce a sep­ar­ate re­port on pay­ments made to state bod­ies. It must however in the An­nex to the an­nu­al ac­counts in­dic­ate the oth­er com­pany in whose re­port it has been in­cluded, and pub­lish this re­port.

⁴ Ex­trac­tion in­cludes all activ­it­ies car­ried out by the com­pany in the areas of ex­plor­a­tion, pro­spect­ing, dis­cov­ery, de­vel­op­ment and ex­trac­tion of min­er­als, oil and nat­ur­al gas de­pos­its and the har­vest­ing of tim­ber in primary forests.

⁵ State bod­ies are na­tion­al, re­gion­al or loc­al au­thor­it­ies in a third coun­try to­geth­er with the de­part­ments and busi­nesses con­trolled by such au­thor­it­ies.

¹ The pay­ments made to state bod­ies may com­prise pay­ments in cash or kind. They in­clude in par­tic­u­lar the fol­low­ing forms of pay­ment:

1.

pay­ments for pro­duc­tion rights;

2.

taxes on pro­duc­tion, the rev­en­ues or profits of com­pan­ies, ex­clud­ing value ad­ded or sales taxes and oth­er taxes on con­sump­tion;

3.

user charges;

4.

di­vidends, with the ex­cep­tion of di­vidends paid to a state body as a mem­ber of the com­pany, provided these are paid to the state body un­der the same con­di­tions as to the oth­er com­pany mem­bers;

5.

sign­ing, dis­cov­ery and pro­duc­tion bo­nuses;

6.

li­cence, rent­al and ac­cess fees or oth­er con­sid­er­a­tions for per­mits or con­ces­sions;

7.

pay­ments for im­prove­ments to the in­fra­struc­ture.

² In the case of a pay­ment in kind, the sub­ject mat­ter, value, meth­od of valu­ation and if ap­plic­able the ex­tent must be in­dic­ated.

¹ The re­port on pay­ments made to state bod­ies shall only cov­er pay­ments re­lated to busi­ness op­er­a­tions in the min­er­al, pet­ro­leum or nat­ur­al gas ex­trac­tion in­dustry or to the har­vest­ing of tim­ber in primary forests.

² It cov­ers any pay­ments of 100,000 francs or more in any fin­an­cial year made to state bod­ies, and in­cludes both in­di­vidu­al pay­ments and pay­ments made in two or more smal­ler sums that to­geth­er amount to 100,000 francs or more.

³ The re­port must in­dic­ate the amount of the pay­ments made in total and broken down by type of ser­vice to each state body and each pro­ject.

⁴ The re­port must be writ­ten in a na­tion­al lan­guage or in Eng­lish and be ap­proved by the highest man­age­ment or ad­min­is­trat­ive body.

¹ The re­port on pay­ments made to state bod­ies must be pub­lished on­line with­in six months of the end of the fin­an­cial year.

² It must re­main pub­licly ac­cess­ible for at least ten years.

³ The Fed­er­al Coun­cil may is­sue reg­u­la­tions on the struc­ture of the data re­quired in the re­port.

Art­icle 958f ap­plies to keep­ing and re­tain­ing the re­port on pay­ments made to state bod­ies.

The Fed­er­al Coun­cil may stip­u­late as part of an in­ter­na­tion­ally co­ordin­ated pro­ced­ure that that the ob­lig­a­tions in Art­icles 964a–964eshall also ap­ply to com­pan­ies trad­ing in raw ma­ter­i­als.

¹ Un­der­tak­ings whose seat, head of­fice or prin­cip­al place of busi­ness is loc­ated in Switzer­land must com­ply with ob­lig­a­tions of due di­li­gence in the sup­ply chain and re­port there­on if:

1.

they place in free cir­cu­la­tion or pro­cess in Switzer­land min­er­als con­tain­ing tin, tan­talum, tung­sten or gold or metals from con­flict-af­fected and high-risk areas; or

2.

they of­fer products or ser­vices in re­la­tion to which there is a reas­on­able sus­pi­cion that they have been man­u­fac­tured or provided us­ing child la­bour.

² The Fed­er­al Coun­cil shall spe­cify an­nu­al im­port quant­it­ies of min­er­als and metals be­low which an un­der­tak­ing is ex­empt from the due di­li­gence and re­port­ing ob­lig­a­tion.

³ It shall spe­cify the re­quire­ments by which small and me­di­um-sized un­der­tak­ings and un­der­tak­ings with low child la­bour risks are not ob­liged to veri­fy wheth­er there is a reas­on­able sus­pi­cion of child la­bour.

⁴ It shall spe­cify the re­quire­ments by which un­der­tak­ings are ex­empt from the due di­li­gence and re­port­ing ob­lig­a­tions if they com­ply with equi­val­ent in­ter­na­tion­ally re­cog­nised reg­u­la­tions, such as the prin­ciples laid down by the OECD in par­tic­u­lar.

¹ Un­der­tak­ings shall main­tain a man­age­ment sys­tem and stip­u­late the fol­low­ing therein:

1.

the sup­ply chain policy for min­er­als and metals that po­ten­tially ori­gin­ate from con­flict-af­fected and high-risk areas;

2.

the sup­ply chain policy for products or ser­vices in re­la­tion to which there is a reas­on­able sus­pi­cion of child la­bour;

3.

a sys­tem by which the sup­ply chain can be traced.

² They shall identi­fy and as­sess the risks of harm­ful im­pacts in their sup­ply chain. They shall draw up a risk man­age­ment plan and take meas­ures to min­im­ise the risks iden­ti­fied.

³ They shall have their com­pli­ance with the due di­li­gence ob­lig­a­tions in re­la­tion to the min­er­als and metals audited by an in­de­pend­ent spe­cial­ist.

⁴ The Fed­er­al Coun­cil shall is­sue the de­tailed reg­u­la­tions; it shall base them on in­ter­na­tion­ally re­cog­nised reg­u­la­tions, such as the OECD prin­ciples in par­tic­u­lar.

¹ The su­preme man­age­ment or gov­ern­ing body shall pre­pare a re­port each year on com­pli­ance with the due di­li­gence ob­lig­a­tions.

² The re­port shall be pre­pared in a na­tion­al lan­guage or in Eng­lish.

³ The su­preme man­age­ment or gov­ern­ing body shall en­sure that the re­port:

1.

is pub­lished on­line with­in six months of the end of the fin­an­cial year;

2.

re­mains pub­licly ac­cess­ible for at least ten years.

⁴ Art­icle 958fap­plies by ana­logy to keep­ing and re­tain­ing the re­ports.

⁵ Un­der­tak­ings that of­fer products and ser­vices from un­der­tak­ings that have pre­pared a re­port are not them­selves re­quired to pre­pare a re­port for those products and ser­vices.

A ne­go­ti­able se­cur­ity is any in­stru­ment to which a right at­taches in such a man­ner that it may not be ex­er­cised or trans­ferred to an­oth­er without the in­stru­ment.

¹ The ob­lig­or un­der a ne­go­ti­able se­cur­ity is ob­liged to render per­form­ance only against sur­render of the in­stru­ment.

² By ren­der­ing the per­form­ance due at ma­tur­ity to the cred­it­or as in­dic­ated by the in­stru­ment, the ob­lig­or is re­leased from the ob­lig­a­tion un­less he is guilty of malice or gross neg­li­gence.

¹ The trans­fer of any ne­go­ti­able se­cur­ity con­fer­ring title or a lim­ited right in rem re­quires the trans­fer of pos­ses­sion of the in­stru­ment in all cases.

² In ad­di­tion, the trans­fer of in­stru­ments to or­der re­quires en­dorse­ment and that of re­gistered se­cur­it­ies re­quires a writ­ten de­clar­a­tion, which must not be made on the in­stru­ment it­self.

³ By law or agree­ment, the trans­fer may re­quire the par­ti­cip­a­tion of oth­er per­sons, in par­tic­u­lar the ob­lig­or.

¹ In all cases, en­dorse­ment must be done in ac­cord­ance with the pro­vi­sions gov­ern­ing bills of ex­change.

² The form­al re­quire­ments for trans­fer are sat­is­fied once the en­dorse­ment is com­pleted and the in­stru­ment handed over.

In the case of all trans­fer­able se­cur­it­ies, un­less the con­tent or nature of the in­stru­ment dic­tate oth­er­wise, on en­dorse­ment and trans­fer of the in­stru­ment the rights of the en­dors­er pass to the ac­quirer.

¹ A re­gistered se­cur­ity or in­stru­ment to or­der may be con­ver­ted in­to a bear­er se­cur­ity only with the con­sent of all the be­ne­fi­ciar­ies and ob­lig­ors con­cerned. Such con­sent must be de­clared on the in­stru­ment it­self.

² The same gen­er­al prin­ciple ap­plies to con­ver­sion of bear­er se­cur­it­ies in­to re­gistered se­cur­it­ies or in­stru­ments to or­der. In this case, where the con­sent of a be­ne­fi­ciary or ob­lig­or is lack­ing, con­ver­sion is ef­fect­ive but only as between the cred­it­or who un­der­took it and his im­me­di­ate leg­al suc­cessor.

¹ A ne­go­ti­able se­cur­ity that has been lost may be can­celled by the court⁸⁰⁰.

² Can­cel­la­tion may be re­ques­ted by the be­ne­fi­ciary of the in­stru­ment at the time it was lost or its loss was dis­covered.

¹ Fol­low­ing can­cel­la­tion of the in­stru­ment, the be­ne­fi­ciary may ex­er­cise his right even without the in­stru­ment or re­quest the is­sue of a new in­stru­ment.

² In oth­er re­spects, the pro­vi­sions gov­ern­ing the in­di­vidu­al types of se­cur­it­ies ap­ply to the pro­ced­ure for and ef­fect of can­cel­la­tion.

The spe­cial pro­vi­sions gov­ern­ing ne­go­ti­able se­cur­it­ies, such as bills of ex­change, cheques and mort­gage bonds, are re­served.

¹ A bailee has the power to hold fun­gible ne­go­ti­able se­cur­it­ies from two or more bail­ors to­geth­er in safe cus­tody un­less a bail­or ex­pressly re­quests that his se­cur­it­ies be held sep­ar­ately.

² If fun­gible ne­go­ti­able se­cur­it­ies are en­trus­ted to a bailee for col­lect­ive cus­tody, the bail­or ac­quires on de­pos­it joint frac­tion­al title to the ne­go­ti­able se­cur­it­ies of the same class be­long­ing to the col­lect­ive hold­ing. In or­der to de­term­ine the frac­tion­al share, the nom­in­al value or in the case of se­cur­it­ies without nom­in­al value, the num­ber of se­cur­it­ies, is de­cis­ive.

³ A bail­or has the right at any time, ir­re­spect­ive of the in­volve­ment or con­sent of the oth­er bail­ors to with­draw ne­go­ti­able se­cur­it­ies from the col­lect­ive hold­ing to the ex­tent of his share.

¹ The ob­lig­or may is­sue glob­al cer­ti­fic­ates or to re­place two or more fun­gible ne­go­ti­able se­cur­it­ies en­trus­ted to a single bailee with a glob­al cer­ti­fic­ate, provided the con­di­tions for is­sue or the art­icles of as­so­ci­ation of the com­pany provide there­for or the bail­ors have con­sen­ted thereto.

² The glob­al cer­ti­fic­ate is a ne­go­ti­able se­cur­ity in the same form as the in­di­vidu­al rights that it rep­res­ents. It is jointly owned by the par­ti­cipant bail­ors, in pro­por­tion to their shares. The status and rights of the joint own­ers in re­la­tion to the glob­al cer­ti­fic­ate are gov­erned by Art­icle 973a para­graph 2 mu­tatis mutandis.

¹ The ob­lig­or may is­sue un­cer­ti­fic­ated se­cur­it­ies or re­place fun­gible ne­go­ti­able se­cur­it­ies or glob­al cer­ti­fic­ates that have been en­trus­ted to a single bailee with un­cer­ti­fic­ated se­cur­it­ies provided the con­di­tions for is­sue or the art­icles of as­so­ci­ation provide there­for or the bail­ors have con­sen­ted thereto.⁸⁰⁶

² The ob­lig­or shall keep a book on the un­cer­ti­fic­ated se­cur­it­ies that he has is­sued in which de­tails of the num­ber and de­nom­in­a­tion of the un­cer­ti­fic­ated se­cur­it­ies is­sued and of the cred­it­ors are re­cor­ded. The book is not open for pub­lic in­spec­tion.

³ The un­cer­ti­fic­ated se­cur­it­ies are cre­ated on entry in the book and con­tin­ue to ex­ist only in ac­cord­ance with such entry.

⁴ The trans­fer of un­cer­ti­fic­ated se­cur­it­ies re­quires a writ­ten de­clar­a­tion of as­sign­ment. Their pledging is gov­erned by the pro­vi­sions on the pledging of claims.

H. Ledger-based se­cur­it­ies

¹ A ledger-based se­cur­ity is a right which, in ac­cord­ance with an agree­ment between the parties:

1.

is re­gistered in a se­cur­it­ies ledger in ac­cord­ance with para­graph 2; and

2.

may be ex­er­cised and trans­ferred to oth­ers only via this se­cur­it­ies ledger.

² The se­cur­it­ies ledger must meet the fol­low­ing re­quire­ments:

1.

It uses tech­no­lo­gic­al pro­cesses to give the cred­it­ors, but not the ob­lig­or, power of dis­pos­al over their rights.

2.

Its in­teg­rity is se­cured through ad­equate tech­nic­al and or­gan­isa­tion­al meas­ures, such as joint man­age­ment by sev­er­al in­de­pend­ent par­ti­cipants, to pro­tect it from un­au­thor­ised modi­fic­a­tion.

3.

The con­tent of the rights, the func­tion­ing of the ledger and the re­gis­tra­tion agree­ment are re­cor­ded in the ledger or in linked ac­com­pa­ny­ing data.

4.

Cred­it­ors can view rel­ev­ant in­form­a­tion and ledger entries, and check the in­teg­rity of the ledger con­tents re­lat­ing to them­selves without in­ter­ven­tion by a third party.

³ The ob­lig­or must en­sure that the se­cur­it­ies ledger is or­gan­ised in ac­cord­ance with its in­ten­ded pur­pose. In par­tic­u­lar, it must be en­sured that the ledger op­er­ates in ac­cord­ance with the re­gis­tra­tion agree­ment at all times.

¹ The ob­lig­or un­der a ledger-based se­cur­ity is en­titled and ob­liged to render per­form­ance only to the cred­it­or in­dic­ated in the se­cur­it­ies ledger and sub­ject to ap­pro­pri­ate modi­fic­a­tion of the ledger.

² By ren­der­ing the per­form­ance due at ma­tur­ity to the cred­it­or in­dic­ated in the se­cur­it­ies ledger, the ob­lig­or is re­leased from the ob­lig­a­tion even if the in­dic­ated cred­it­or is not the ac­tu­al cred­it­or, un­less the ob­lig­or is guilty of malice or gross neg­li­gence.

³ When ac­quir­ing a ledger-based se­cur­ity in a se­cur­it­ies ledger from the cred­it­or in­dic­ated therein, the ac­quirer is pro­tec­ted even if the seller was not en­titled to dis­pose of the ledger-based se­cur­ity, un­less the ac­quirer ac­ted in bad faith or with gross neg­li­gence.

⁴ The ob­lig­or may raise against a claim de­riv­ing from a ledger-based se­cur­ity only those ob­jec­tions which:

1.

are aimed at con­test­ing the valid­ity of the re­gis­tra­tion or de­rive from the se­cur­it­ies ledger it­self or its ac­com­pa­ny­ing data;

2.

he or she is per­son­ally en­titled to raise against the cur­rent cred­it­or of the ledger-based se­cur­ity; or

3.

are based on the dir­ect re­la­tions between the ob­lig­or and a former cred­it­or of the ledger-based se­cur­ity, if the cur­rent cred­it­or in­ten­tion­ally ac­ted to the det­ri­ment of the ob­lig­or when ac­quir­ing the ledger-based se­cur­ity

¹ The trans­fer of the ledger-based se­cur­ity is sub­ject to the pro­vi­sions of the re­gis­tra­tion agree­ment.

² If the cred­it­or of a ledger-based se­cur­ity is de­clared bank­rupt, if his or her prop­erty is dis­trained or if a debt re­struc­tur­ing morator­i­um is au­thor­ised, the cred­it­or's de­cisions re­gard­ing ledger-based se­cur­it­ies are leg­ally bind­ing and ef­fect­ive against third parties, provided that they

1.

were made be­fore­hand;

2.

have be­come ir­re­voc­able un­der the rules of the se­cur­it­ies ledger or an­oth­er trad­ing fa­cil­ity; and

3.

were ac­tu­ally re­cor­ded in the se­cur­it­ies ledger with­in 24 hours.

³ When a bona fide ac­quirer of a cer­ti­fic­ated se­cur­ity and a bona fide ac­quirer of the ledger-based se­cur­ity have a con­flict­ing claim to the same right, the former takes pre­ced­ence over the lat­ter.

¹ Col­lat­er­al may be pos­ted even without the trans­fer of the ledger-based se­cur­ity, if:

1.

the col­lat­er­al is vis­ible in the se­cur­it­ies ledger; and

2.

it is en­sured that only the col­lat­er­al re­cip­i­ent can dis­pose of the ledger-based se­cur­ity in the event of de­fault.

² In oth­er re­spects:

1.

the spe­cial li­en on ledger-based se­cur­it­ies is gov­erned by the pro­vi­sions on spe­cial li­ens that ap­ply to cer­ti­fic­ated se­cur­it­ies (Arts. 895–898 of the CC⁸¹¹).

2.

the pledging of ledger-based se­cur­it­ies is gov­erned by the pro­vi­sions on li­ens on debts and oth­er rights as ap­plic­able for cer­ti­fic­ated se­cur­it­ies (Arts. 899–906 of the CC).

¹ The be­ne­fi­ciary of a ledger-based se­cur­ity may de­mand that the court can­cel the se­cur­ity, provided that he or she fur­nishes cred­ible evid­ence of his or her ori­gin­al power of dis­pos­al and of the loss there­of. Fol­low­ing can­cel­la­tion of the in­stru­ment, the be­ne­fi­ciary may also ex­er­cise his or her right out­side the ledger or, at his or her own ex­pense, de­mand that the ob­lig­or al­loc­ate a new ledger-based se­cur­ity. In ad­di­tion, Art­icles 982-986 ap­ply mu­tatis mutandis to the pro­ced­ure for and ef­fect of can­cel­la­tion.

² The parties may make pro­vi­sion for a sim­pli­fied form of can­cel­la­tion con­sist­ing in a re­duc­tion of the num­ber of pub­lic calls for present­a­tion or a cur­tail­ment of the time lim­its.

The ob­lig­or un­der a ledger-based se­cur­ity or a right that is offered as such must in­form each ac­quirer of:

1.

the con­tent of the ledger-based se­cur­ity;

2.

the mode of op­er­a­tion of the se­cur­it­ies ledger and the meas­ures taken in ac­cord­ance with Art­icle 973d para­graphs 2 and 3 to pro­tect the op­er­a­tion and in­teg­rity of the ledger.

² The ob­lig­or is li­able for dam­age to the ac­quirer arising out of in­form­a­tion that is in­ac­cur­ate, mis­lead­ing or in breach of stat­utory re­quire­ments, un­less the ob­lig­or can prove that he or she ac­ted with due di­li­gence.

³ Agree­ments which lim­it or ex­clude this li­ab­il­ity are void.

A ne­go­ti­able se­cur­ity is deemed a re­gistered se­cur­ity if it is made out to a named per­son but is neither made out to or­der nor leg­ally de­clared to be an in­stru­ment to or­der.

¹ The ob­lig­or is ob­liged to render per­form­ance only to a per­son who is the bear­er of the in­stru­ment and who can show that he is the per­son in whose name the in­stru­ment is re­gistered or the leg­al suc­cessor of such per­son.

² Where the ob­lig­or renders per­form­ance without such evid­ence, he is not re­leased from his ob­lig­a­tion to­wards a third party who can demon­strate his en­ti­tle­ment.

Where the ob­lig­or un­der the re­gistered se­cur­ity has re­served the right to render per­form­ance to any bear­er of the in­stru­ment, he is re­leased from his ob­lig­a­tion by ren­der­ing per­form­ance in good faith to such a bear­er even if he did not re­quest evid­ence of the cred­it­or’s en­ti­tle­ment; however, he is not ob­liged to render per­form­ance to the bear­er.

¹ Where no spe­cial pro­vi­sion has been made, re­gistered se­cur­it­ies are can­celled in ac­cord­ance with the pro­vi­sions gov­ern­ing bear­er se­cur­it­ies.

² The ob­lig­or may make pro­vi­sion in the in­stru­ment for a sim­pli­fied form of an­nul­ment con­sist­ing in a re­duc­tion of the num­ber of pub­lic calls for present­a­tion or a cur­tail­ment of the time lim­its, or may re­serve the right to make val­id per­form­ance even without present­a­tion or an­nul­ment of the in­stru­ment, provid­ing the cred­it­or de­clares the bor­row­er’s note void and the debt re­deemed by pub­lic deed or au­then­tic­ated doc­u­ment.

¹ A ne­go­ti­able se­cur­ity is deemed a bear­er se­cur­ity if the word­ing or form of the in­stru­ment shows that the cur­rent bear­er is re­cog­nised as the be­ne­fi­ciary.

² However, the ob­lig­or is no longer per­mit­ted to pay if sub­ject to an at­tach­ment or­der served by a court or the po­lice.

¹ Against a claim de­riv­ing from a bear­er se­cur­ity, the ob­lig­or may plead only such de­fences as con­test the valid­ity of the in­stru­ment or arise from the in­stru­ment it­self and those avail­able to him per­son­ally against the re­spect­ive ob­li­gee.

² De­fences based on the dir­ect re­la­tions between the ob­lig­or and a former bear­er are ad­miss­ible where the bear­er in­ten­tion­ally ac­ted to the det­ri­ment of the ob­lig­or when ac­quir­ing the se­cur­ity.

³ The ob­lig­or may not plead the de­fence that the in­stru­ment entered cir­cu­la­tion against his will.

¹ Against a claim de­riv­ing from a bear­er coupon, the ob­lig­or may not plead the de­fence that the debt prin­cip­al has been re­deemed.

² However, when re­deem­ing the debt prin­cip­al, the ob­lig­or is en­titled to re­tain an amount cor­res­pond­ing to the in­terest pay­able on coupons fall­ing due in the fu­ture which are not handed in with the debt in­stru­ments un­til the pre­script­ive peri­ods ap­plic­able to such coupons have ex­pired, un­less the coupons not handed in have been can­celled or the amount there­of has been se­cured.

¹ Bear­er se­cur­it­ies, such as shares, bonds, di­vidend rights cer­ti­fic­ates, coupon sheets, sub­scrip­tion war­rants for coupon sheets, but not in­di­vidu­al coupons, are can­celled by the court at the re­quest of the be­ne­fi­ciary.

² ...⁸¹⁵

³ The ap­plic­ant must sat­is­fy the court that he pos­sessed and lost the in­stru­ment.

⁴ Where the bear­er of a se­cur­ity with a coupon sheet or sub­scrip­tion war­rant has merely lost the coupon sheet or sub­scrip­tion war­rant, present­a­tion of the se­cur­ity in ques­tion is suf­fi­cient to es­tab­lish grounds for the ap­plic­a­tion.

¹ At the ap­plic­ant’s re­quest, the ob­lig­or un­der the ne­go­ti­able se­cur­ity may be for­bid­den to hon­our the se­cur­ity on present­a­tion and warned of the danger of double pay­ment.

² Where a coupon sheet is to be an­nulled, the pro­vi­sion gov­ern­ing can­cel­la­tion of bear­er coupons ap­plies mu­tatis mutandis to the in­di­vidu­al coupons fall­ing due dur­ing the pro­ceed­ings.

Where the court is sat­is­fied that the ap­plic­ant was in pos­ses­sion of the se­cur­ity but has since lost it, it is­sues a pub­lic no­tice call­ing on the un­known bear­er to come for­ward and present the se­cur­ity with­in a spe­cified time lim­it, fail­ing which it will de­clare the se­cur­ity can­celled. The time lim­it must be at least six months; it com­mences on the date of the first pub­lic no­tice.

¹ The call for present­a­tion of the se­cur­ity must be pub­lished in the Swiss Of­fi­cial Gaz­ette of Com­merce.⁸¹⁶

² In spe­cial cases, the court may ad­opt oth­er means of pub­li­cising the call for present­a­tion.

¹ Where the lost bear­er se­cur­ity is presen­ted, the court sets the ap­plic­ant a time lim­it with­in which to bring an ac­tion for re­cov­ery there­of.

² Where the ap­plic­ant fails to bring ac­tion with­in such time lim­it, the court re­turns the in­stru­ment and lifts the gar­nish­ee or­der.

¹ Where the lost bear­er se­cur­ity is not presen­ted with­in the time lim­it, the court may can­cel it or or­der fur­ther meas­ures, de­pend­ing on the cir­cum­stances.

² No­tice of the can­cel­la­tion of a bear­er se­cur­ity must be pub­lished im­me­di­ately in the Swiss Of­fi­cial Gaz­ette of Com­merce, and else­where at the court’s dis­cre­tion.

³ Fol­low­ing can­cel­la­tion, the ap­plic­ant is en­titled at his ex­pense to re­quest the is­sue of a new bear­er se­cur­ity or per­form­ance of the ob­lig­a­tion due.

¹ Where in­di­vidu­al coupons have been lost, at the re­quest of the be­ne­fi­ciary the court must or­der that the amount be de­pos­ited with the court at ma­tur­ity or im­me­di­ately if the coupon is already due.

² Where three years have elapsed since the ma­tur­ity date and no be­ne­fi­ciary has come for­ward in the in­ter­im, the court must or­der the amount de­pos­ited to be re­leased to the ap­plic­ant.

Bank­notes and oth­er bear­er se­cur­it­ies is­sued in large num­bers and pay­able on sight which are in­ten­ded for cir­cu­la­tion as re­place­ment for money and made out in fixed de­nom­in­a­tions may not be can­celled.

The spe­cial pro­vi­sions gov­ern­ing mort­gage cer­ti­fic­ates made out to the bear­er are re­served.

A per­son with ca­pa­city to enter in­to con­tracts has ca­pa­city to in­cur li­ab­il­ity as a party to a bill of ex­change.

A bill of ex­change con­tains:

1.

the des­ig­na­tion ‘bill of ex­change’ in the text of the in­stru­ment and in the lan­guage in which it is is­sued;

2.

the un­con­di­tion­al in­struc­tion to pay a cer­tain sum of money;

3.

the name of the per­son who is to pay (drawee);

4.

the due date;

5.

the bill dom­i­cile;

6.

the name of the per­son to whom or to whose or­der pay­ment is to be made;

7.

the date and the place of is­sue;

8.

the draw­er’s sig­na­ture.

¹ An in­stru­ment miss­ing one of the ele­ments stip­u­lated in the pre­vi­ous art­icle is not deemed a bill of ex­change, ex­cept in the cases de­scribed in the fol­low­ing para­graphs.

² A bill of ex­change con­tain­ing no in­dic­a­tion of the due date is deemed a sight bill.

³ Where no oth­er spe­cif­ic place is men­tioned, the place in­dic­ated to­geth­er with the name of the drawee is deemed both the bill dom­i­cile and the dom­i­cile of the drawee.

⁴ A bill of ex­change con­tain­ing no in­dic­a­tion of the place of is­sue is deemed drawn at the place in­dic­ated to­geth­er with the name of the draw­er.

¹ A bill of ex­change may be made out to the draw­er’s own or­der.

² It may be drawn on the draw­er him­self.

³ It may be drawn for the ac­count of a third party.

A bill of ex­change may be dom­i­ciled with a third party, at the drawee’s dom­i­cile or at an­oth­er place.

¹ In a bill of ex­change pay­able on sight or at a stated peri­od after present­a­tion for ac­cept­ance, the draw­er may stip­u­late that the bill amount will bear in­terest. For all oth­er bills, the in­terest rate com­ment is deemed un­writ­ten.

² The in­terest rate must be in­dic­ated on the bill of ex­change; where there is no such in­dic­a­tion, the in­terest rate com­ment is deemed un­writ­ten.

³ The in­terest ac­crues as of the date on which the bill of ex­change was drawn, un­less some oth­er date is spe­cified.

¹ Where the bill amount is giv­en in both let­ters and num­bers, in the event of any dis­crep­ancy the amount giv­en in let­ters is the val­id amount.

² Where the bill amount is giv­en more than once in both let­ters and num­bers, in the event of any dis­crep­ancy the low­est amount is the val­id amount.

Where a bill of ex­change bears a sig­na­ture of a per­son lack­ing ca­pa­city to enter in­to li­ab­il­it­ies on a bill of ex­change, a forged sig­na­ture, the sig­na­ture of a bogus per­son or a sig­na­ture which for whatever oth­er reas­on is not bind­ing on the per­son who signed or in whose name the bill was signed, this fact has no ef­fect on the valid­ity of the oth­er sig­na­tures.

A per­son who signs a bill of ex­change as a rep­res­ent­at­ive of an­oth­er without be­ing au­thor­ised so to do is him­self li­able on the bill and, if he hon­ours the bill, has the same rights as the party he pur­por­ted to rep­res­ent would have. The same ap­plies to a rep­res­ent­at­ive who ex­ceeds his power of rep­res­ent­a­tion.

¹ The draw­er is li­able for the ac­cept­ance and pay­ment of the bill of ex­change.

² He may dis­claim li­ab­il­ity for ac­cept­ance; any com­ment whereby he dis­claims li­ab­il­ity for pay­ment is deemed un­writ­ten.

Where a bill of ex­change that was in­com­plete when it was ne­go­ti­ated is com­pleted in a man­ner con­trary to the agreed terms, such non-com­pli­ance with the agreed terms may not be in­voked against the bear­er un­less he ac­quired the bill in bad faith or was guilty of gross neg­li­gence when he ac­quired it.

¹ Any bill of ex­change may be trans­ferred by en­dorse­ment even if it is not ex­pressly made out to or­der.

² Where the draw­er has in­cluded the words “not to or­der” or a com­ment to that ef­fect in the bill of ex­change, the bill may be trans­ferred only sub­ject to the form­al re­quire­ments and with the ef­fects of a nor­mal as­sign­ment.

³ The en­dorse­ment may also be made out to the drawee, re­gard­less of wheth­er he has ac­cep­ted the bill or not, to the draw­er or to any oth­er party li­able on it. Such per­sons may en­dorse the bill fur­ther.

¹ The en­dorse­ment must be un­con­di­tion­al. Con­di­tions at­tached to the en­dorse­ment are deemed un­writ­ten.

² A par­tial en­dorse­ment is void.

³ An en­dorse­ment to the bear­er is deemed a blank en­dorse­ment.

¹ The en­dorse­ment must be writ­ten on the bill of ex­change it­self or on a sheet at­tached thereto (an­nex, rider). It must be signed by the en­dors­er.

² The en­dorse­ment need not des­ig­nate the en­dorsee and may con­sist merely of the sig­na­ture of the en­dors­er (blank en­dorse­ment). In the lat­ter case the en­dorse­ment is val­id only if writ­ten on the re­verse of the bill or on the an­nex.

¹ The en­dorse­ment trans­fers all rights arising from the bill of ex­change.

² If it is a blank en­dorse­ment, the bear­er may

1.

add his name or the name of an­oth­er per­son to the en­dorse­ment;

2.

en­dorse the bill fur­ther by blank en­dorse­ment or en­dorse­ment to a spe­cified per­son;

3.

ne­go­ti­ate the bill fur­ther without com­plet­ing the blank en­dorse­ment and without en­dors­ing it.

¹ Un­less the bill con­tains a com­ment to the con­trary, the en­dors­er is li­able for ac­cept­ance and pay­ment.

² He may for­bid fur­ther en­dorse­ment of the bill; in this case he is not li­able to per­sons to whom the bill is fur­ther en­dorsed.

¹ A per­son pos­sess­ing the bill is the hold­er in due course provid­ing he can demon­strate his en­ti­tle­ment by means of an un­in­ter­rup­ted se­quence of en­dorse­ments, even where the last is a blank en­dorse­ment. De­leted en­dorse­ments are deemed un­writ­ten. Where a blank en­dorse­ment is fol­lowed by a fur­ther en­dorse­ment, it is pre­sumed that the per­son who is­sued this en­dorse­ment ac­quired the bill by means of the blank en­dorse­ment.

² Where the bill of ex­change was some­how lost by a former hold­er, a new hold­er who can demon­strate his en­ti­tle­ment in ac­cord­ance with the pro­vi­sions of the pre­vi­ous para­graph is ob­liged to sur­render the bill only if he ac­quired the bill in bad faith or was guilty of gross neg­li­gence when he ac­quired it.

A per­son to whom a bill of ex­change is presen­ted for col­lec­tion may not plead against the hold­er such de­fences as are based on his dir­ect re­la­tions with the draw­er or a pre­vi­ous hold­er un­less the cur­rent hold­er in­ten­tion­ally ac­ted to the det­ri­ment of the ob­lig­or when ac­quir­ing the bill.

¹ Where the en­dorse­ment con­tains the com­ment “value for col­lec­tion”, “for col­lec­tion”, “per pro.” or some oth­er com­ment ex­press­ing no more than au­thor­isa­tion, the hold­er may ex­er­cise all the rights un­der the bill of ex­change; however, he may trans­fer it only by means of a fur­ther pro­cur­a­tion en­dorse­ment.

² In this case, the parties li­able on a bill may plead against the hold­er only such de­fences as are avail­able to them against the en­dors­er.

³ The au­thor­ity con­ferred by the pro­cur­a­tion en­dorse­ment is not ex­tin­guished on the death or in­ca­pa­city of the per­son con­fer­ring it.

¹ Where the en­dorse­ment con­tains the com­ment “value for se­cur­ity”, “value for pledge” or some oth­er com­ment ex­press­ing a pledge, the hold­er may ex­er­cise all the rights un­der the bill of ex­change; however, any en­dorse­ment is­sued by him only has the ef­fect of a pro­cur­a­tion en­dorse­ment.

² The parties li­able on a bill may not plead against the hold­er such de­fences as are based on his dir­ect re­la­tions with the en­dors­er un­less the hold­er in­ten­tion­ally ac­ted to the det­ri­ment of the ob­lig­or when ac­quir­ing the bill.

¹ An en­dorse­ment after ma­tur­ity has the same ef­fects as an en­dorse­ment pri­or to ma­tur­ity. However, where the bill of ex­change was en­dorsed only after protest for non-pay­ment or after ex­piry of the time lim­it for protest, the en­dorse­ment only has the ef­fects of a nor­mal as­sign­ment.

² Un­til the op­pos­ite is proven, it is pre­sumed that an un­dated en­dorse­ment was made on the bill of ex­change be­fore the time lim­it for protest ex­pired.

The hold­er or any per­son merely in pos­ses­sion of the bill of ex­change may present it to the drawee at his dom­i­cile for ac­cept­ance at any time pri­or to ma­tur­ity.

¹ The draw­er may stip­u­late on any bill of ex­change that it must be presen­ted for ac­cept­ance, with or without a time lim­it for such present­a­tion.

² He may pro­hib­it present­a­tion of the bill of ex­change for ac­cept­ance where it is not dom­i­ciled with a third party or at a place oth­er than the dom­i­cile of the drawee and is not an after-sight bill.

³ He may also stip­u­late that the bill of ex­change must not be presen­ted for ac­cept­ance pri­or to a spe­cified date.

⁴ Un­less the draw­er has pro­hib­ited present­a­tion for ac­cept­ance, any en­dors­er may stip­u­late that the bill of ex­change must be presen­ted for ac­cept­ance, with or without a time lim­it.

¹ An after-sight bill must be presen­ted for ac­cept­ance with­in one year of the date on which it was drawn.

² The draw­er may stip­u­late a short­er or longer time lim­it.

³ The en­dors­er may stip­u­late a short­er time lim­it for present­a­tion.

¹ The drawee may re­quest that the bill of ex­change be presen­ted to him again on the day after the first present­a­tion. The parties may in­voke any fail­ure to com­ply with this re­quire­ment only if the re­quest is men­tioned in the protest.

² The hold­er is not ob­liged to leave a bill of ex­change presen­ted for ac­cept­ance in the drawee’s pos­ses­sion.

¹ The de­clar­a­tion of ac­cept­ance is made on the bill of ex­change. It is ex­pressed through the word “ac­cep­ted” or words to the same ef­fect; it must be un­der­lined by the drawee. The drawee is deemed to have de­clared his ac­cept­ance by merely ap­pend­ing his sig­na­ture to the ob­verse of the bill of ex­change.

² Where the bill of ex­change is an after-sight bill or must be presen­ted for ac­cept­ance with­in a spe­cified time lim­it ow­ing to a spe­cial com­ment to that ef­fect, the de­clar­a­tion of ac­cept­ance must in­dic­ate the date on which it is made, un­less the hold­er re­quires that the date of present­a­tion be in­dic­ated. Where no date is in­dic­ated, the hold­er must draw at­ten­tion to this omis­sion by timely protest in or­der to safe­guard his right of re­course against the en­dors­er and the draw­er.

¹ The ac­cept­ance must be un­con­di­tion­al; however, the drawee may lim­it it to a por­tion of the bill amount.

² Where the de­clar­a­tion of ac­cept­ance con­tains any terms that de­vi­ate from the pro­vi­sions of the bill of ex­change, ac­cept­ance is deemed to have been re­fused. However, the ac­cept­or is li­able ac­cord­ing to the terms of his de­clar­a­tion of ac­cept­ance.

¹ Where the draw­er has in­dic­ated on the bill of ex­change a bill dom­i­cile oth­er than the dom­i­cile of the drawee but without des­ig­nat­ing a third party by whom pay­ment is to be made, the drawee may des­ig­nate a third party when he de­clares ac­cept­ance. In the ab­sence of such des­ig­na­tion it is pre­sumed that the ac­cept­or him­self has un­der­taken to pay the bill at its dom­i­cile.

² Where the bill of ex­change is dom­i­ciled with the drawee him­self, he may des­ig­nate in his de­clar­a­tion of ac­cept­ance an agent at the bill dom­i­cile by whom the pay­ment will be made.

¹ Due to his ac­cept­ance, the drawee is ob­liged to pay the bill of ex­change at ma­tur­ity.

² In the event of non-pay­ment, the hold­er, even if he is the draw­er, has a claim against the ac­cept­or un­der the bill of ex­change to any sums to which he is en­titled pur­su­ant to Art­icles 1045 and 1046.

¹ Where the drawee has struck out the de­clar­a­tion of ac­cept­ance made on the bill of ex­change pri­or to re­turn­ing the bill, ac­cept­ance is deemed to have been re­fused. Un­til the op­pos­ite is proven, it is pre­sumed that such de­le­tion was made pri­or to the re­turn of the bill.

² However, where the drawee has in­formed the hold­er or a per­son whose sig­na­ture has been ap­pen­ded to the bill in writ­ing of his ac­cept­ance, he is li­able to such per­sons in ac­cord­ance with the terms of his de­clar­a­tion of ac­cept­ance.

¹ Pay­ment of the bill amount may be se­cured in part or in full by means of a bill guar­an­tee.

² Se­cur­ity may be provided by a third party or even by a per­son whose sig­na­ture has already been ap­pen­ded to the bill of ex­change.

¹ The guar­an­tee com­mit­ment is in­scribed on the bill of ex­change or an an­nex (rider) thereto.

² It is ex­pressed by the words “as guar­ant­or” or a com­ment to that ef­fect; it must be signed by the bill guar­ant­or.

³ The mere act of sign­ing the ob­verse of the bill of ex­change is deemed a guar­an­tee com­mit­ment, provid­ing the sig­na­ture is not that of the drawee or the draw­er.

⁴ The guar­an­tee com­mit­ment must in­dic­ate for whom the guar­an­tee is giv­en; where there is no such in­dic­a­tion, it is deemed to be giv­en for the draw­er.

¹ The bill guar­ant­or is li­able in the same man­ner as the per­son for whom he has giv­en the guar­an­tee.

² His com­mit­ment is val­id even if the guar­an­teed ob­lig­a­tion is void for any reas­on oth­er than form­al de­fect.

³ A bill guar­ant­or who pays the bill of ex­change ac­quires all rights there­un­der against the per­son for whom he has giv­en the guar­an­tee and against all those who are li­able to such per­son un­der the bill.