¹ The hold­er of a bill of ex­change pay­able on a spe­cif­ic date or a spe­cified time after it was drawn or after sight must present the bill for pay­ment on the pay­ment date or one of the two sub­sequent work­ing days.

² De­liv­ery of the bill to a clear­ing house re­cog­nised by the Swiss Na­tion­al Bank is equi­val­ent to present­a­tion for pay­ment.⁸²⁵

¹ The drawee may re­quire the hold­er to sur­render the re­ceipted bill of ex­change against pay­ment.

² The hold­er may not re­fuse part pay­ment.

³ Where a part pay­ment is made, the drawee may in­sist that it be noted on the bill of ex­change and that a re­ceipt be is­sued for it.

¹ The hold­er of the bill of ex­change is not ob­liged to ac­cept pay­ment be­fore ma­tur­ity.

² The drawee pays be­fore ma­tur­ity at his own risk.

³ A per­son pay­ing at ma­tur­ity is re­leased from his ob­lig­a­tions provided he is not guilty of malice or gross neg­li­gence. He is ob­liged to check that the se­quence of en­dorse­ments is cor­rect but is not re­quired to veri­fy the sig­na­tures of the en­dors­ers.

¹ Where the bill of ex­change is de­nom­in­ated in a cur­rency oth­er than that of the bill dom­i­cile, the bill amount may be paid in the na­tion­al cur­rency at its value as at the ma­tur­ity date. Where the ob­lig­or delays in mak­ing the pay­ment, the hold­er is free to choose wheth­er the bill amount is con­ver­ted in­to the na­tion­al cur­rency at the rate that ap­plies on the ma­tur­ity date or the rate that ap­plies on the pay­ment date.

² The value of the for­eign cur­rency is de­term­ined ac­cord­ing to cus­tom­ary com­mer­cial prac­tice at the bill dom­i­cile. However, the draw­er may stip­u­late an ex­change rate for the bill amount on the bill of ex­change.

³ The pro­vi­sions of the two pre­vi­ous para­graphs do not ap­ply if the draw­er has stip­u­lated pay­ment in a spe­cified cur­rency (ac­tu­al cur­rency clause).

⁴ Where the bill of ex­change is de­nom­in­ated in a cur­rency which has the same name but a dif­fer­ent value in the coun­try in which the bill was drawn and that in which it is pay­able, the pre­sump­tion is that the cur­rency meant is that of the bill dom­i­cile.

Where the bill of ex­change is not presen­ted for pay­ment with­in the time lim­it laid down in Art­icle 1028, the ob­lig­or may de­pos­it the bill amount with the com­pet­ent au­thor­ity at the risk and ex­pense of the hold­er.

¹ In the event of non-pay­ment of a bill at ma­tur­ity, the hold­er has right of re­course against the en­dors­er, the draw­er and the oth­er parties li­able on the bill.

² The hold­er has the same right even be­fore ma­tur­ity:

1.

where ac­cept­ance has been re­fused in part or in full;

2.

where the as­sets of the drawee are sub­ject to in­solv­ency pro­ceed­ings, re­gard­less of wheth­er he has ac­cep­ted the bill or not, or where only pay­ments by the drawee have been sus­pen­ded, or where com­puls­ory ex­e­cu­tion has been levied on his as­sets without suc­cess;

3.

where the as­sets of the draw­er of a bill of ex­change whose present­a­tion for ac­cept­ance is pro­hib­ited are sub­ject to in­solv­ency pro­ceed­ings.

¹ Any re­fus­al of ac­cept­ance or of pay­ment must be de­clared by pub­lic deed (protest for non-ac­cept­ance or for non-pay­ment).

² Protest for non-ac­cept­ance must be made with­in the time lim­it ap­plic­able for present­a­tion for ac­cept­ance. Where, in the case of Art­icle 1014 para­graph 1, the bill of ex­change was presen­ted for the first time on the last day of the time lim­it, protest may still be made on the fol­low­ing day.

³ In the case of bills of ex­change pay­able on a spe­cif­ic day or for a cer­tain time after they were drawn or after sight, protest for non-pay­ment must be made on one of the two work­ing days fol­low­ing the pay­ment date. Protest for non-pay­ment of sight bills must be made with­in the same time lim­its for protest for non-ac­cept­ance as en­vis­aged in the pre­vi­ous para­graph.

⁴ Where protest for non-ac­cept­ance has been made, neither present­a­tion for pay­ment nor protest for non-pay­ment is re­quired.

⁵ Where the drawee has sus­pen­ded his pay­ments, re­gard­less of wheth­er he has ac­cep­ted the bill of ex­change or not, or com­puls­ory ex­e­cu­tion has been levied on his as­sets without suc­cess, the hold­er may have re­course only once the bill has been presen­ted to the drawee for pay­ment and protest has been made.

⁶ Where the as­sets of the drawee, re­gard­less of wheth­er he has ac­cep­ted the bill of ex­change or not, or the as­sets of the draw­er of a bill of ex­change whose present­a­tion for ac­cept­ance is pro­hib­ited are sub­ject to in­solv­ency pro­ceed­ings, present­a­tion of the court or­der com­men­cing such pro­ceed­ings is suf­fi­cient to ex­er­cise the right of re­course.

Such protest must be made by a spe­cially au­thor­ised not­ary or of­fi­cial body.

¹ The protest con­tains:

1.

the name of the per­son or of the busi­ness for whom and against whom the protest is made;

2.

a state­ment that a re­quest was made without suc­cess to the per­son or com­pany against whom the protest is made to per­form his or its ob­lig­a­tion un­der the bill of ex­change or that such per­son or com­pany could not be reached or that their busi­ness premises or ad­dress could not be traced;

3.

an in­dic­a­tion of the place at which and date on which the re­quest was made or at­temp­ted without suc­cess;

4.

the sig­na­ture of the per­son or of­fi­cial body mak­ing the protest.

² Where a part pay­ment is made, this must be noted in the protest.

³ If the drawee to whom the bill of ex­change has been presen­ted for ac­cept­ance in­sists that it be presen­ted again on the fol­low­ing day, this must also be noted in the protest.

¹ The protest is made on a sep­ar­ate sheet at­tached to the bill of ex­change.

² Where the protest in­volves the present­a­tion of sev­er­al du­plic­ates of the same bill of ex­change or present­a­tion of the ori­gin­al in­stru­ment and a copy of it, it is suf­fi­cient if the protest is at­tached to one of the du­plic­ates or to the ori­gin­al bill.

³ A note to the ef­fect that the protest is at­tached to one of the du­plic­ates or to the ori­gin­al in­stru­ment must be made on the re­main­ing du­plic­ates or the copy.

Where the bill of ex­change is ac­cep­ted for only part of the bill amount and protest is made for that reas­on, a copy must be made of the bill of ex­change and the protest made on such copy.

Where per­form­ance of a bill ob­lig­a­tion is re­quired of sev­er­al li­able parties, only one in­stru­ment is re­quired for the protests in­volved.

¹ The not­ary or of­fi­cial body mak­ing the protest must make a copy of the protest doc­u­ment.

² The fol­low­ing must be in­dic­ated on this copy:

1.

the amount of the bill of ex­change;

2.

the ma­tur­ity date;

3.

the place at which and date on which it was drawn;

4.

the draw­er of the bill of ex­change, the drawee and the name of the per­son or com­pany to whose the or­der the pay­ment is to be made;

5.

the name of the per­son or com­pany through which the pay­ment is to be made, where this is dif­fer­ent from the drawee;

6.

the emer­gency con­tact de­tails and ac­cept­ors for hon­our.

³ Cop­ies of protest doc­u­ments must be archived in chro­no­lo­gic­al or­der by the not­ary or of­fi­cial body mak­ing the protest.

A protest signed by the com­pet­ent not­ary or of­fi­cial body is val­id even if not made in ac­cord­ance with the reg­u­la­tions or if the in­form­a­tion it con­tains is in­ac­cur­ate.

¹ The hold­er must no­ti­fy the im­me­di­ately pre­ced­ing en­dors­er and the draw­er of the lack of ac­cept­ance or pay­ment with­in four work­ing days of the date on which the protest was made or, in the case of the com­ment “No protest”, with­in four work­ing days of the date of present­a­tion. With­in two work­ing days of re­ceipt of such no­ti­fic­a­tion, every en­dors­er must pass on the news re­ceived to the im­me­di­ately pre­ced­ing en­dors­er and give him the names and ad­dresses of the per­sons from whom he re­ceived it, and so on in se­quence un­til the draw­er. All time lim­its run as of re­ceipt of the pre­vi­ous no­ti­fic­a­tion.

² Where no­ti­fic­a­tion is made pur­su­ant to the pre­vi­ous para­graph to a per­son whose sig­na­ture is ap­pen­ded to the bill of ex­change, the same no­ti­fic­a­tion must be made with­in the same time lim­it to his bill guar­ant­or.

³ Where an en­dors­er has omit­ted to give his ad­dress or has writ­ten it il­legibly, it is suf­fi­cient if his im­me­di­ately pre­ced­ing en­dors­er is no­ti­fied.

⁴ The no­ti­fic­a­tion may be made in any form, in­clud­ing the mere re­turn of the bill of ex­change.

⁵ Per­sons un­der a duty to no­ti­fy must show that they com­plied with it with­in the pre­scribed time lim­it. The time lim­it is deemed ob­served where a let­ter con­tain­ing such no­ti­fic­a­tion was pos­ted with­in the time lim­it.

⁶ A per­son who fails to no­ti­fy in good time does not for­feit his right of re­course; he is li­able for any losses arising from his fail­ure to no­ti­fy, but only up to the bill amount.

¹ By ap­pend­ing and sign­ing the com­ment “No protest” or words to the same ef­fect on the bill of ex­change, the draw­er and any en­dors­er or bill guar­ant­or may re­lease the hold­er from his ob­lig­a­tion to ar­range protest for non-ac­cept­ance or non-pay­ment in or­der to ex­er­cise his right of re­course.

² The com­ment does not re­lease the hold­er from the ob­lig­a­tion to present the bill of ex­change in good time and to make the re­quis­ite no­ti­fic­a­tion. The bur­den of prov­ing that the time lim­it was not ob­served lies with any party re­ly­ing on such point against the hold­er.

³ Where the com­ment was ap­pen­ded by the draw­er, it is ef­fect­ive as against all parties li­able on the bill; where it was ap­pen­ded by an en­dors­er or a bill guar­ant­or, it is ef­fect­ive only as against them. If the hold­er ar­ranges for protest to be made in spite of the com­ment ap­pen­ded by the draw­er, he must bear the costs. Where the com­ment was ap­pen­ded by an en­dors­er or a bill guar­ant­or, all parties li­able on the bill must bear the costs of any protest made in spite of it.

¹ All parties who have drawn, ac­cep­ted, en­dorsed or guar­an­teed a bill of ex­change are li­able as co-ob­lig­ors to­wards the hold­er.

² The hold­er may re­sort to any of them in­di­vidu­ally, sev­er­ally or all to­geth­er without be­ing bound by the or­der in which they as­sumed their ob­lig­a­tions.

³ The same right ac­crues to every party who has hon­oured the bill of ex­change.

⁴ In as­sert­ing his claim against one party li­able on a bill, the hold­er does not sur­render his rights against the oth­ers or against the en­dors­ers sub­sequent to such party.

¹ By way of re­course the hold­er may claim:

1.

the bill amount, provided the bill has not been ac­cep­ted or hon­oured, with any agreed in­terest;

2.

in­terest at a rate of six per cent since the ma­tur­ity date;

3.

the costs of the protest and no­ti­fic­a­tions and any oth­er ex­penses;

4.

a com­mis­sion of no more than one-third of one per cent.

² Where re­course is had be­fore ma­tur­ity, in­terest is de­duc­ted from the bill amount. Such in­terest is cal­cu­lated on the basis of the of­fi­cial (Swiss Na­tion­al Bank) dis­count rate ob­tain­ing at the dom­i­cile of the hold­er on the date on which re­course is had.

A party that has hon­oured the bill of ex­change may claim from his pre­ced­ing en­dors­ers:

1.

the full amount he paid;

2.

the in­terest on such amount at a rate of six per cent since the date on which the bill was hon­oured;

3.

his ex­penses;

4.

a com­mis­sion of no more than 2 thou­sandths.

¹ Any party li­able on a bill against whom a re­course claim is or may be made is en­titled to in­sist that the bill of ex­change to­geth­er with the protest and a re­ceipted in­voice be handed over to him against pay­ment of the re­course amount.

² Any en­dors­er who has hon­oured the bill may de­lete his en­dorse­ment and those of the sub­sequent en­dors­ers.

Where re­course is had fol­low­ing a par­tial ac­cept­ance, the party pay­ing the un­ac­cep­ted por­tion of the bill amount may in­sist that this be noted on the bill of ex­change and a re­ceipt for such por­tion be is­sued to him. Fur­ther, the hold­er must provide him with an au­then­tic­ated copy of the bill of ex­change and the protest to make fur­ther re­course pos­sible.

¹ A party with right of re­course may, where no com­ment to the con­trary ex­ists, ex­er­cise such right by draw­ing a new bill of ex­change (re-ex­change bill) on one of his pre­ced­ing en­dors­ers which is pay­able on sight at the place of res­id­ence of the pre­ced­ing en­dors­er.

² In ad­di­tion to the amounts spe­cified in Art­icles 1045 and 1046, the re-ex­change bill in­cludes the broker­age fee and the stamp duty for the re-ex­change bill.

³ Where the re-ex­change bill is drawn by the hold­er, the bill amount is de­pend­ent on the rate ap­plic­able to a sight bill drawn from the bill dom­i­cile of the ori­gin­al bill of ex­change at the dom­i­cile of the pre­ced­ing en­dors­er. Where the re-ex­change bill is drawn by an en­dors­er, the bill amount is de­pend­ent on the rate ap­plic­able to a sight bill drawn from the dom­i­cile of the draw­er of the re-ex­change bill at the dom­i­cile of the pre­ced­ing en­dors­er.

¹ In the event that the hold­er fails to com­ply with the time lim­its

for present­a­tion of a sight bill or an after-sight bill,

for protest for non-ac­cept­ance or for non-pay­ment,

for present­a­tion for pay­ment of bills bear­ing the com­ment “No protest”,

he for­feits his rights against the en­dors­er, the draw­er and all oth­er parties li­able on the bill, with the ex­cep­tion of the ac­cept­or.

² In the event that the hold­er fails to com­ply with the time lim­it for present­a­tion for ac­cept­ance pre­scribed by the draw­er, he for­feits his right of re­course for non-ac­cept­ance and for non-pay­ment, un­less the word­ing of the com­ment shows that the draw­er in­ten­ded to ex­clude only li­ab­il­ity for ac­cept­ance.

³ Where the time lim­it for present­a­tion is in­dic­ated in an en­dorse­ment, only the en­dors­er may rely on it.

¹ Where in­su­per­able obstacles (stat­utory pro­vi­sions en­acted by a state or some oth­er in­stance of force ma­jeure) mil­it­ate against the timely present­a­tion of the bill of ex­change or timely protest, the time lim­its for such ac­tions are ex­ten­ded.

² The hold­er is ob­liged to no­ti­fy the im­me­di­ately pre­ced­ing en­dors­er of the force ma­jeure event without delay and to note such no­ti­fic­a­tion to­geth­er with the date and place and his sig­na­ture on the bill of ex­change or an an­nex thereto; in oth­er re­spects, the pro­vi­sions set out in Art­icle 1042 are ap­plic­able.

³ Once the force ma­jeure ceases to ap­ply, the hold­er must present the bill for ac­cept­ance or for pay­ment without delay and, where ne­ces­sary, make protest.

⁴ In the event that the force ma­jeure lasts for longer than 30 days after ma­tur­ity, re­course may be had without need for present­a­tion or protest.

⁵ In the case of sight bills or after-sight bills, the thirty-day time lim­it com­mences on the date on which the hold­er no­ti­fied the im­me­di­ately pre­ced­ing en­dors­er of the force ma­jeure event; such no­ti­fic­a­tion may be made even be­fore ex­piry of the time lim­it for present­a­tion. In the case of after-sight bills, the thirty-day time lim­it is ex­ten­ded by the fixed peri­od after sight in­dic­ated on the bill of ex­change.

⁶ Facts per­tain­ing purely to the per­son of the hold­er or a per­son charged with the task of present­ing the bill of ex­change or mak­ing protest do not count as force ma­jeure events.

¹ To the ex­tent that the draw­er of a bill of ex­change and the ac­cept­or are un­justly en­riched to the det­ri­ment of the hold­er, they re­main ob­liged to the hold­er even where their bill li­ab­il­ity has pre­scribed or ex­tin­guished on ac­count of fail­ure to take the ac­tions re­quired by law to sus­tain the en­ti­tle­ment un­der the bill of ex­change.

² The claim for un­just en­rich­ment also ex­ists against the drawee, the dom­i­cili­ate and the per­son or com­pany for whose ac­count the draw­er is­sued the bill.

³ By con­trast, no such claim ex­ists against the en­dors­ers whose bill li­ab­il­ity is ex­tin­guished.

¹ Where the draw­er of a bill of ex­change has been de­clared in­solv­ent, any claim he holds un­der civil law against the drawee for resti­tu­tion of cov­er or re­im­burse­ment of amounts paid de­volves on the hold­er of the bill.

² Where the draw­er de­clares on the bill of ex­change that he as­signs his claims in re­spect of the cov­er provided, these de­volve on the cur­rent hold­er of the bill.

³ Once the de­clar­a­tion of in­solv­ency has been pub­lished or the as­sign­ment has been no­ti­fied to him, the drawee may make pay­ment only to the duly es­tab­lished hold­er against sur­render of the bill of ex­change.

¹ The draw­er and any en­dors­er or bill guar­ant­or may in­dic­ate a per­son to act as ac­cept­or or pay­er in case of need.

² Sub­ject to the con­di­tions set out be­low, the bill of ex­change may be ac­cep­ted or paid for hon­our by any party li­able on it against whom re­course may be had.

³ Any third party, even the drawee, and any party already li­able on the bill, with the ex­cep­tion of the ac­cept­or, may ac­cept or pay a bill of ex­change for hon­our.

⁴ A per­son ac­cept­ing or pay­ing a bill for hon­our is ob­liged to no­ti­fy the li­able party for whom he is in­ter­ven­ing of his ac­tion with­in two work­ing days. Should he fail to do so, he is li­able for any losses caused by the omis­sion, al­beit only up to the bill amount.

¹ Ac­cept­ance for hon­our is per­mit­ted in all cases in which the hold­er has a right of re­course be­fore ma­tur­ity, ex­cept where present­a­tion of the bill for ac­cept­ance is pro­hib­ited.

² Where the bill of ex­change in­dic­ates a per­son to act as ac­cept­or or pay­er at the bill dom­i­cile in case of need, the hold­er has a right of re­course be­fore ma­tur­ity against the per­son who ap­pen­ded such emer­gency ad­dress and against sub­sequent en­dors­ers only if he has presen­ted the bill to the per­son in­dic­ated un­der such ad­dress and, in the event that ac­cept­ance for hon­our is re­fused, has had such re­fus­al noted by means of protest.

³ In all oth­er cases the hold­er may re­fuse ac­cept­ance for hon­our. However, if he ad­mits it, he for­feits his right of re­course be­fore ma­tur­ity against the per­son in whose hon­our ac­cept­ance was de­clared and against sub­sequent en­dors­ers.

The ac­cept­ance for hon­our is noted on the bill of ex­change; it must be signed by the ac­cept­or for hon­our. The de­clar­a­tion of ac­cept­ance must in­dic­ate the per­son for whom the ac­cept­ance for hon­our is made; ab­sent such in­dic­a­tion, it is deemed made for the draw­er.

¹ A per­son ac­cept­ing a bill for hon­our is li­able to the hold­er and the sub­sequent en­dors­ers of the per­son for whom he in­ter­vened in the same man­ner as said per­son.

² In spite of the ac­cept­ance for hon­our the party in whose hon­our the bill of ex­change was ac­cep­ted and his pre­ced­ing en­dors­ers may in­sist that the hold­er sur­render the bill of ex­change and the protest made, if any, to­geth­er with a re­ceipted in­voice against re­im­burse­ment of the amount spe­cified in Art­icle 1045.

¹ Pay­ment for hon­our is per­mit­ted in all cases in which the hold­er has a right of re­course at or be­fore ma­tur­ity.

² The pay­ment for hon­our must com­prise the full amount pay­able by the party li­able on the bill for whom it is made.

³ It must take place no later than the day after the day on which the time lim­it for protest for non-pay­ment ex­pires.

¹ Where the bill of ex­change is ac­cep­ted for hon­our by per­sons res­id­ent at the bill dom­i­cile or the per­sons in­dic­ated on the bill as be­ing will­ing to pay in case of need are res­id­ent at the bill dom­i­cile, the hold­er must present the bill to all such per­sons no later than the day after the day on which the time lim­it for protest for non-pay­ment ex­pires and, where ap­plic­able, must ar­range protest for fail­ure to make pay­ment for hon­our.

² Any fail­ure to make timely protest re­leases the per­son who ap­pen­ded the emer­gency ad­dress or in whose hon­our the bill was ac­cep­ted and the sub­sequent en­dors­ers.

Where the hold­er re­fuses pay­ment for hon­our, he for­feits his right of re­course against those who would have been re­leased.

¹ A note that the pay­ment for hon­our has been re­ceived must be made on the bill of ex­change, in­dic­at­ing the party for whom the pay­ment was made. In the ab­sence of such an in­dic­a­tion, the pay­ment is deemed made for the draw­er.

² The bill of ex­change and any protest made are handed over to the pay­er for hon­our.

¹ The pay­er for hon­our ac­quires the rights un­der the bill against the party for whom he paid and against those li­able to said party un­der the bill. However, he is not en­titled to en­dorse it fur­ther.

² The sub­sequent en­dors­ers of the party in whose hon­our pay­ment was made are re­leased.

³ Where sev­er­al pay­ments for hon­our are offered, pref­er­ence is giv­en to those res­ult­ing in re­lease of the largest num­ber of parties li­able on the bill. A per­son pay­ing in hon­our in con­tra­ven­tion of this pro­vi­sion and in full know­ledge of the situ­ation for­feits his right of re­course against those who would oth­er­wise have been re­leased.

¹ The bill of ex­change may be is­sued in mul­tiple identic­al du­plic­ates.

² Such du­plic­ates must be giv­en seri­al num­bers with­in the text on the in­stru­ment; oth­er­wise, each du­plic­ate counts as a sep­ar­ate bill of ex­change.

³ Every hold­er of a bill of ex­change may re­quest that mul­tiple du­plic­ates be sup­plied to him at his own ex­pense, provided the text of the bill of ex­change does not stip­u­late that it was made out as a single copy. To do so, the hold­er must con­tact the pre­ced­ing en­dors­er im­me­di­ately be­fore him, who in turn must con­tact his im­me­di­ately pre­ced­ing en­dors­er, and so on in se­quence back to the draw­er. The en­dors­ers are ob­liged to re­peat their en­dorse­ments on the newly is­sued du­plic­ates.

¹ Where pay­ment is made on one du­plic­ate of the bill, the rights un­der all oth­ers are ex­tin­guished even if they do not bear a com­ment to the ef­fect that pay­ment on one renders all the oth­ers in­val­id. However, the drawee re­mains li­able for any du­plic­ate ac­cep­ted that has not been re­turned to him.

² Where an en­dors­er has trans­ferred the du­plic­ates to a num­ber of dif­fer­ent per­sons, he and his sub­sequent en­dors­ers are li­able for du­plic­ates bear­ing their sig­na­ture which have not been sur­rendered.

¹ Where one du­plic­ate has been sent for ac­cept­ance, a note must be made on the oth­ers of the name of the per­son now in pos­ses­sion of the des­patched du­plic­ate. The lat­ter is ob­liged to sur­render it to the right­ful hold­er of any oth­er du­plic­ate.

² Where he re­fuses to sur­render it, the hold­er has a right of re­course only after ar­ran­ging for protest to be made, thereby con­firm­ing:

1.

that the du­plic­ate sent for ac­cept­ance was not sur­rendered to him on re­quest;

2.

that neither ac­cept­ance nor pay­ment was ob­tained on a dif­fer­ent du­plic­ate.

¹ Every hold­er of a bill of ex­change is en­titled to make cop­ies of it.

² The copy must be an ex­act re­pro­duc­tion of the ori­gin­al in­stru­ment with en­dorse­ments and all oth­er notes and com­ments ap­pen­ded thereto. It must bear an in­dic­a­tion of how far the copy ex­tends.

³ The copy may be en­dorsed and have a de­clar­a­tion of guar­an­tee ad­ded to it in the same man­ner and with the same ef­fects as the ori­gin­al bill.

¹ The cus­todi­an of the ori­gin­al bill must be in­dic­ated on the copy. The cus­todi­an is ob­liged to sur­render the ori­gin­al bill to the right­ful hold­er of the copy.

² Where he re­fuses to sur­render it, the hold­er has right of re­course against the en­dors­ers of the copy and against per­sons who have ap­pen­ded a de­clar­a­tion of guar­an­tee to it only after ar­ran­ging for protest to be made, thereby con­firm­ing that the ori­gin­al bill was not sur­rendered to him on re­quest.

³ Where the ori­gin­al bill bears the com­ment “hence­for­ward en­dorse­ments val­id only if made on copy” or a com­ment to that ef­fect ap­pen­ded to the last en­dorse­ment be­fore the copy was made, any sub­sequent en­dorse­ment ad­ded to the ori­gin­al bill is void.

Where the text of a bill of ex­change is amended, those per­sons who ap­pend their sig­na­ture to the bill after such amend­ment are li­able in ac­cord­ance with the amended text. Those who signed earli­er are li­able in ac­cord­ance with the ori­gin­al text.

¹ The claims against the ac­cept­or un­der the bill of ex­change pre­scribe three years after the ma­tur­ity date.

² The claims of the hold­er against the en­dors­er and against the draw­er pre­scribe one year after the date on which timely protest was made or, where the bill bears the com­ment “No protest”, one year after the ma­tur­ity date.

³ The claims of one en­dors­er against oth­er en­dors­ers and against the draw­er pre­scribe six months after the date on which the bill of ex­change was hon­oured by the en­dors­er or the claim based on the bill was as­ser­ted against him.

The pre­script­ive peri­od is in­ter­rup­ted by com­mence­ment of ac­tion on the bill, sub­mis­sion of an ap­plic­a­tion for debt en­force­ment pro­ceed­ings, ser­vice of a third-party no­tice or pe­ti­tion in in­solv­ency.

¹ The in­ter­rup­tion of the pre­script­ive peri­od is ef­fect­ive only against the party in re­gard to whom the fact caus­ing the in­ter­rup­tion oc­curred.

² On in­ter­rup­tion of the pre­script­ive peri­od, a new pre­script­ive peri­od of the same dur­a­tion com­mences.

¹ A per­son who has lost a bill of ex­change may re­quest the court to pro­hib­it the drawee from pay­ing the bill.⁸²⁷

² In serving the at­tach­ment or­der, the court au­thor­ises the drawee to de­pos­it the bill amount on the ma­tur­ity date and des­ig­nates the place where it is to be de­pos­ited.

¹ Where the hold­er of the bill of ex­change is known, the court sets the ap­plic­ant an ap­pro­pri­ate time lim­it with­in which to bring ac­tion for sur­render there­of.

² Where the ap­plic­ant fails to bring such ac­tion with­in the time lim­it, the court lifts the at­tach­ment or­der im­posed on the drawee.

¹ Where the hold­er of the bill of ex­change is known, the court may be asked to can­cel it.

² The party ap­ply­ing for can­cel­la­tion must sat­is­fy the court that he pos­sessed and lost the bill of ex­change and pro­duce either a copy of the bill or in­form­a­tion on its es­sen­tial terms.

Where the court is sat­is­fied that the ap­plic­ant was in pos­ses­sion of the bill of ex­change but has since lost it, it is­sues a pub­lic no­tice call­ing on the un­known hold­er to come for­ward and present the bill with­in a spe­cified time lim­it, fail­ing which it will de­clare the bill can­celled.

¹ The time lim­it for present­a­tion must be at least three months and no more than one year.

² However, the court is not bound by the min­im­um dur­a­tion of three months if, in the case of over­due bills, the stat­utory pre­script­ive peri­od would ex­pire be­fore three months have elapsed.

³ The time lim­it for over­due bills com­mences on the date of the first pub­lic no­tice, and the time lim­it for bills that are not over­due com­mences on the ma­tur­ity date.

¹ The call for present­a­tion of the bill of ex­change must be pub­lished in the Swiss Of­fi­cial Gaz­ette of Com­merce.⁸²⁸

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

¹ Where the lost bill of ex­change is presen­ted, the court sets the ap­plic­ant a time lim­it with­in which to bring ac­tion for sur­render of the bill.

² Where the ap­plic­ant fails to bring ac­tion with­in such time lim­it, the court re­turns the bill of ex­change and lifts the at­tach­ment or­der.

¹ Where the lost bill of ex­change is not presen­ted with­in the fixed time lim­it, the court must pro­nounce its can­cel­la­tion.

² Fol­low­ing can­cel­la­tion of the bill of ex­change, the ap­plic­ant may still as­sert his claim on the bill against the ac­cept­or.

¹ Even be­fore the can­cel­la­tion, the court may or­der the ac­cept­or to de­pos­it the bill amount or even to pay it against se­cur­ity.

² Such se­cur­ity is li­able to the bona fide ac­quirer of the bill of ex­change. It is re­leased if the bill of ex­change is can­celled or the claims on the bill are oth­er­wise ex­tin­guished.

¹ Where the ma­tur­ity date of a bill of ex­change falls on a Sunday or a pub­lic hol­i­day, pay­ment may not be de­man­ded un­til the fol­low­ing work­ing day. Like­wise, all oth­er ac­tions re­lat­ing to the bill of ex­change, and in par­tic­u­lar present­a­tion for ac­cept­ance and protest, may take place only on a work­ing day.

² Where the last day of a time lim­it with­in which such an ac­tion must be taken falls on a Sunday or a pub­lic hol­i­day⁸²⁹, the time lim­it is ex­ten­ded to in­clude the next work­ing day. Hol­i­days fall­ing with­in the time lim­it are in­cluded when com­put­ing it.

When com­put­ing stat­utory time lim­its or time lim­its in­dic­ated on the bill of ex­change, the day on which they com­mence is not in­cluded.

Days of res­pite, wheth­er stat­utory or by court or­der, are not re­cog­nised.

¹ The cor­rect place at which to present bills of ex­change for ac­cept­ance or pay­ment, to make protest, to sub­mit a re­quest for is­sue of a du­plic­ate bill and to take all oth­er bill-re­lated ac­tions in re­spect of a spe­cif­ic per­son is that per­son’s busi­ness premises or, where none ex­ist, his private ad­dress.

² Such busi­ness premises or ad­dress must be as­cer­tained with all due di­li­gence.

³ However, if in­quir­ies to the po­lice or post of­fice of the rel­ev­ant loc­al­ity are un­suc­cess­ful, no fur­ther in­vest­ig­a­tion is re­quired.

¹ De­clar­a­tions in re­spect of bills of ex­change must be signed by hand.

² The sig­na­ture by hand may not be re­placed by a mech­an­ic­al re­pro­duc­tion there­of, by a mark, even if au­then­tic­ated, or by any oth­er form of au­then­tic­a­tion by not­ary.

³ The sig­na­ture of a blind per­son must be au­then­tic­ated.

¹ A per­son's ca­pa­city to in­cur li­ab­il­ity as a party to a bill is de­term­ined ac­cord­ing to the law of the coun­try of which he is a cit­izen. Where such law provides that the law of a dif­fer­ent coun­try is defin­it­ive, the lat­ter is ap­plic­able.

² A per­son who, un­der the law stip­u­lated in the pre­vi­ous para­graph, lacks ca­pa­city to in­cur li­ab­il­ity as a party to a bill is non­ethe­less ob­liged if he ap­pends his sig­na­ture in the ter­rit­ory of a coun­try un­der whose law he would have such ca­pa­city.

¹ The form of a de­clar­a­tion on a bill of ex­change is de­term­ined ac­cord­ing to the law of the coun­try in whose ter­rit­ory the de­clar­a­tion was signed.

² However, where a de­clar­a­tion on a bill of ex­change that is in­val­id un­der the pre­vi­ous para­graph would be val­id un­der the law of the coun­try in whose ter­rit­ory a sub­sequent de­clar­a­tion is signed, the valid­ity of the later de­clar­a­tion is not af­fected by any form­al de­fects of the earli­er de­clar­a­tion.

³ Sim­il­arly, a de­clar­a­tion on a bill of ex­change giv­en by one Swiss na­tion­al abroad is val­id in re­la­tion to an­oth­er Swiss na­tion­al in Switzer­land provided it sat­is­fies the form­al re­quire­ments laid down by Swiss law.

The form­al re­quire­ments and time lim­its for protest and the form­al re­quire­ments for oth­er ac­tions to ex­er­cise or safe­guard rights un­der bills of ex­change are de­term­ined ac­cord­ing to the law of the coun­try in whose ter­rit­ory the protest is to be made or the ac­tion to be taken.

The time lim­its for ex­er­cising rights of re­course are de­term­ined for all in­ter­ested parties by the law of the place in which the bill of ex­change was drawn.

¹ The ef­fects of de­clar­a­tions of com­mit­ment made by the ac­cept­or of a bill of ex­change and by the maker of a promis­sory note are de­term­ined ac­cord­ing to the law of the bill dom­i­cile or place of pay­ment.

² The ef­fects of oth­er de­clar­a­tions on bills of ex­change are de­term­ined ac­cord­ing to the law of the coun­try in whose ter­rit­ory the de­clar­a­tions were signed.

The law of the bill dom­i­cile de­term­ines wheth­er the ac­cept­ance of a bill of ex­change may be lim­ited to part of the bill amount and wheth­er the hold­er is or is not ob­liged to ac­cept a part pay­ment.

The pay­ment of a bill of ex­change at ma­tur­ity, in par­tic­u­lar the com­pu­ta­tion of the ma­tur­ity date and the pay­ment date, and the pay­ment of bills de­nom­in­ated in a for­eign cur­rency are de­term­ined ac­cord­ing to the law of the coun­try in whose ter­rit­ory the bill is dom­i­ciled.

Claims for un­just en­rich­ment against the drawee, the dom­i­cili­ate and the per­son or firm for whose ac­count the draw­er drew the bill are de­term­ined ac­cord­ing to the law of the coun­try in whose ter­rit­ory these per­sons are res­id­ent.

The law of the place of is­sue de­term­ines wheth­er the hold­er of a bill of ex­change ac­quires the un­der­ly­ing claim.

The law of the bill dom­i­cile de­term­ines the meas­ures to be taken in the event of the loss or theft of a bill of ex­change.

A promis­sory note con­tains:

1.

the des­ig­na­tion ‘promis­sory note’ in the text of the in­stru­ment and in the lan­guage in which it is is­sued;

2.

the un­con­di­tion­al prom­ise to pay a cer­tain sum of money;

3.

the due date;

4.

the place of pay­ment;

5.

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

7.

the date on which and place at which the note is made;

8.

the maker’s sig­na­ture.

¹ An in­stru­ment miss­ing one of the ele­ments stip­u­lated in the pre­vi­ous Art­icle is not deemed a promis­sory note, ex­cept in the cases de­scribed in the fol­low­ing para­graphs.

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

³ Where no oth­er spe­cif­ic place is men­tioned, the place at which the note is made is deemed both the place of pay­ment and the dom­i­cile of the maker.

⁴ A promis­sory note without any in­dic­a­tion of the place in which it was made is deemed made at the place in­dic­ated to­geth­er with the name of the maker.

¹ The pro­vi­sions gov­ern­ing the fol­low­ing as­pects of bills of ex­change also ap­ply to promis­sory notes, un­less they run counter to the es­sen­tial nature of the lat­ter:

en­dorse­ment (Art. 1001–1010);

ma­tur­ity (Art. 1023–1027);

pay­ment (Art. 1028–1032);

re­course for non-pay­ment (Art. 1033–1047, 1049–1051);

pay­ment for hon­our (Art. 1054, 1058–1062);

cop­ies (Art. 1066 and 1067);

amend­ments (Art. 1068);

pre­scrip­tion (Art. 1069–1071);

an­nul­ment (Art. 1072–1080);

pub­lic hol­i­days, com­pu­ta­tion of time lim­its, ex­clu­sion of days of res­pite, place for ac­tions in con­nec­tion with bills of ex­change, and sig­na­tures (Art. 1081–1085).

² Fur­ther, promis­sory notes are sub­ject to the pro­vi­sions gov­ern­ing bills of ex­change in re­la­tion to bills dom­i­ciled with a third party or at a place oth­er than the drawee’s dom­i­cile (Art. 994 and 1017), the in­terest rate com­ment (Art. 995), dis­crep­an­cies in the spe­cific­a­tion of the amount (Art. 996), the con­sequences of in­val­id sig­na­tures (Art. 997) or of sig­na­tures by per­sons lack­ing power of rep­res­ent­a­tion or ex­ceed­ing such power (Art. 998), and blank bills (Art. 1000).

³ Like­wise, promis­sory notes are sub­ject to the pro­vi­sions gov­ern­ing bills of ex­change in re­la­tion to bill guar­an­tees (Art. 1020–1022); in the case of Art­icle 1021 para­graph 4, where the de­clar­a­tion does not in­dic­ate the party for whom it is made, the bill guar­an­tee is deemed giv­en for the maker of the promis­sory note.

¹ The maker of a promis­sory note is li­able in the same man­ner as the ac­cept­or of a bill of ex­change.

² Promis­sory notes made out for a spe­cified time after sight must be presen­ted for sight to the maker with­in the time lim­its stip­u­lated in Art­icle 1013. Such sight must be con­firmed by the maker on the promis­sory note to­geth­er with the date and the maker’s sig­na­ture. The fixed peri­od after sight com­mences on the date on which the sight com­ment is ap­pen­ded. Where the maker re­fuses to con­firm sight and the date, this fact must be es­tab­lished by means of protest (Art. 1015); in this case, the fixed peri­od after sight com­mences on the date on which protest is made.

A cheque con­tains:

1.

the des­ig­na­tion ‘cheque’ 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 place of pay­ment;

5.

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 cheque, ex­cept in the cases de­scribed in the fol­low­ing para­graphs.

² Where no oth­er spe­cif­ic place is men­tioned, the place in­dic­ated to­geth­er with the name of the drawee is deemed the place of pay­ment. Where sev­er­al places are in­dic­ated to­geth­er with the name of the drawee, the cheque is pay­able at the place men­tioned first.

³ A cheque con­tain­ing no in­dic­a­tion of place of is­sue is deemed pay­able at the place where the drawee has its prin­cip­al place of busi­ness.

⁴ A cheque con­tain­ing no in­dic­a­tion of the place of is­sue is deemed is­sued at the place in­dic­ated to­geth­er with the name of the is­suer.

¹ On cheques pay­able in Switzer­land, only a banker may be des­ig­nated as the drawee.

² A cheque drawn on an­oth­er per­son is deemed to be merely an in­stru­ment or­der­ing pay­ment.

¹ A cheque may be is­sued only where the draw­er holds as­sets with the drawee and has the right to dis­pose of such as­sets by means of cheques pur­su­ant to an ex­pli­cit or ta­cit agree­ment. However, the in­stru­ment’s valid­ity as a cheque is not af­fected by any fail­ure to com­ply with these pro­vi­sions.

² Where the draw­er has as­sets with the drawee cov­er­ing only a por­tion of the cheque amount, the drawee is ob­liged to pay such por­tion.

³ A per­son is­su­ing a cheque without be­ing au­thor­ised by the drawee to dis­pose of the in­struc­ted amount must re­im­burse the bear­er for any dam­age so caused and, in ad­di­tion, five per cent of the un­covered por­tion of the in­struc­ted amount.

The cheque may not be ac­cep­ted. An ac­cept­ance com­ment ap­pen­ded to the cheque is deemed un­writ­ten.

¹ The cheque may be made pay­able to:

a spe­cif­ic per­son, with or without the ex­pli­cit com­ment “to or­der”;

a spe­cif­ic per­son, with the com­ment “not to or­der” or a com­ment to that ef­fect;

the bear­er.

² Where the cheque des­ig­nates a spe­cif­ic per­son as pay­ee with the ad­ded com­ment “or presenter” or a com­ment to that ef­fect, the cheque is deemed made out to the bear­er.

³ A cheque with no pay­ee in­dic­ated is deemed pay­able to the bear­er.

An in­terest com­ment ap­pen­ded to the cheque is deemed un­writ­ten.

The cheque may be made pay­able by a third party, at the drawee’s dom­i­cile or at an­oth­er place, provid­ing the third party is a banker.

¹ A cheque made pay­able to a spe­cif­ic per­son with or without the ex­pli­cit com­ment “to or­der” may be trans­ferred by en­dorse­ment.

² A cheque made pay­able to a spe­cif­ic per­son with or without the ex­pli­cit com­ment “not to or­der” or with a com­ment to that ef­fect 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 draw­er or to any oth­er party li­able for it. Such per­sons may en­dorse the cheque fur­ther.

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

² A par­tial en­dorse­ment is void.

³ Like­wise, an en­dorse­ment by the drawee is void.

⁴ An en­dorse­ment to the bear­er is deemed a blank en­dorse­ment.

⁵ An en­dorse­ment to the drawee is deemed merely a re­ceipt, un­less the drawee has sev­er­al branch of­fices and the en­dorse­ment is made out to a dif­fer­ent of­fice from that on which the cheque is drawn.

A per­son pos­sess­ing a cheque trans­ferred by en­dorse­ment is deemed 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.

An en­dorse­ment on a bear­er cheque renders the en­dors­er li­able in ac­cord­ance with the pro­vi­sions gov­ern­ing re­course, al­beit without trans­form­ing the in­stru­ment in­to a cheque to or­der.

Where the cheque was some­how lost by a former bear­er, a new bear­er who has gained pos­ses­sion of the cheque, wheth­er it is a bear­er cheque or a cheque trans­fer­able by en­dorse­ment and the bear­er can demon­strate his en­ti­tle­ment in ac­cord­ance with Art­icle 1110, is ob­liged to sur­render it only if he ac­quired it in bad faith or was guilty of gross neg­li­gence when he ac­quired it.

¹ Where the cheque was en­dorsed only after protest has been made or equi­val­ent ac­tion taken or after ex­piry of the time lim­it for present­a­tion, 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 cheque be­fore protest was made or equi­val­ent ac­tion taken or be­fore the time lim­it for present­a­tion ex­pired.

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

² Such se­cur­ity may be provided by a third party, with ex­cep­tion of the drawee, or even by a per­son whose sig­na­ture has already been ap­pen­ded to the cheque.

¹ The cheque is pay­able on sight. Any con­trary in­dic­a­tion is deemed un­writ­ten.

² A cheque presen­ted for pay­ment pri­or to the is­sue date in­dic­ated on the cheque is pay­able on the date on which it is presen­ted.

¹ A cheque pay­able in the coun­try in which it was is­sued must be presen­ted for pay­ment with­in eight days.

² A cheque pay­able in a coun­try oth­er than the coun­try in which it was is­sued must be presen­ted with­in 20 days where the place of is­sue and place of pay­ment are in the same con­tin­ent and with­in 70 days where they are on dif­fer­ent con­tin­ents.

³ For this pur­pose, a cheque is­sued in a European coun­try and pay­able in a coun­try on the Medi­ter­ranean Sea, or vice versa, counts as a cheque is­sued and pay­able in the same con­tin­ent.

⁴ The time lim­its stip­u­lated above com­mence on the date in­dic­ated on the cheque as the is­sue date.

Where a cheque is pay­able at a place where the cal­en­dar is dif­fer­ent from that of the place of is­sue, the is­sue date is de­term­ined ac­cord­ing to the cal­en­dar of the place of pay­ment.

De­liv­ery of the cheque to a clear­ing house re­cog­nised by the Swiss Na­tion­al Bank is equi­val­ent to present­a­tion for pay­ment.⁸³⁰

¹ A re­voc­a­tion of the cheque takes ef­fect only after ex­piry of the time lim­it for present­a­tion.

² Where the cheque is not re­voked, the drawee may make pay­ment even after ex­piry of the time lim­it for present­a­tion.

³ Where the draw­er con­tends that he or a third party lost the cheque, he may for­bid the drawee to cash it.

The valid­ity of the cheque is un­af­fected even where the draw­er dies, loses his ca­pa­city to act or be­comes bank­rupt after the cheque was is­sued.

A drawee hon­our­ing a cheque trans­ferred by en­dorse­ment is ob­liged to check that the se­quence of en­dorse­ments is cor­rect but is not re­quired to veri­fy the sig­na­tures of the en­dors­ers.

¹ Where the cheque is de­nom­in­ated in a cur­rency oth­er than that of the place of pay­ment, the cheque amount may be paid in the na­tion­al cur­rency at its value as at the date of present­a­tion. Where pay­ment is not made on present­a­tion, the bear­er is free to choose wheth­er the cheque amount is con­ver­ted in­to the na­tion­al cur­rency at the rate ap­plic­able on the date of present­a­tion or the rate ap­plic­able on the pay­ment date.

² The value of the for­eign cur­rency is de­term­ined ac­cord­ing to cus­tom­ary com­mer­cial prac­tice at the place of pay­ment. However, the draw­er may stip­u­late an ex­change rate for the bill amount on the bill of ex­change.

³ The pro­vi­sions of the two pre­vi­ous para­graphs are not ap­plic­able if the draw­er has stip­u­lated pay­ment in a spe­cified cur­rency (ac­tu­al cur­rency clause).

⁴ Where the cheque is de­nom­in­ated in a cur­rency which has the same name but a dif­fer­ent value in the coun­try in which the cheque was is­sued and that in which it is pay­able, the pre­sump­tion is that the cur­rency meant is that of the place of pay­ment.

¹ The draw­er and any bear­er may cross the cheque with the ef­fects en­vis­aged in Art­icle 1124.

² A cheque is crossed by draw­ing two par­al­lel lines on its ob­verse. Such cross­ing may be gen­er­al or spe­cif­ic.

³ The cross­ing is gen­er­al if no in­dic­a­tion or the com­ment “banker” or a com­ment to that ef­fect is in­ser­ted between the two lines; it is spe­cif­ic if the name of a banker is in­ser­ted between the two lines.

⁴ A gen­er­al cross­ing may be con­ver­ted in­to a spe­cif­ic cross­ing, but not vice versa.

⁵ Any de­le­tion of the cross­ing or of the name of the des­ig­nated banker is deemed not done.

¹ A gen­er­ally crossed cheque may be paid by the drawee only to a banker or a cli­ent of the drawee.

² A spe­cific­ally crossed cheque may be paid by the drawee only to the des­ig­nated banker or, where the lat­ter is him­self the drawee, to his cli­ents. However, the des­ig­nated banker may en­trust col­lec­tion of the cheque to an­oth­er banker.

³ A banker may ac­quire a crossed cheque only from one of his cli­ents or from an­oth­er banker. Fur­ther, he may col­lect such cheque only for the ac­count of the afore­men­tioned per­sons.

⁴ Where a cheque has been spe­cific­ally crossed more than once, the drawee may hon­our the cheque only where it has been crossed not more than twice and one of the cross­ings was done for the pur­pose of col­lec­tion by means of de­liv­ery to a clear­ing house.

⁵ A drawee or banker act­ing in con­tra­ven­tion of the above pro­vi­sions is li­able for any losses caused thereby, al­beit only up to the cheque amount.

¹ The draw­er and any bear­er of a cheque may pro­hib­it pay­ment of the cheque in cash by ap­pend­ing the com­ment “ac­count pay­ee only” or a com­ment to that ef­fect di­ag­on­ally across the ob­verse of the cheque.

² In this case the drawee may hon­our the cheque only by cred­it­ing the amount to an ac­count (cred­it, trans­fer, deb­it set­tle­ment). The ac­count cred­it is deemed pay­ment.

³ Any de­le­tion of the com­ment “ac­count pay­ee only” is deemed not to have been done.

⁴ A drawee act­ing in con­tra­ven­tion of the above pro­vi­sions is li­able for any losses caused thereby, al­beit only up to the cheque amount.

¹ However, where the drawee has been de­clared in­solv­ent or has sus­pen­ded its pay­ments or debt en­force­ment pro­ceed­ings have been brought against it without suc­cess, the bear­er of an ac­count-pay­ee-only cheque has the right to de­mand cash pay­ment of the cheque by the drawee and has a right of re­course.

² The same ap­plies in the event that the bear­er can­not ob­tain the ac­count cred­it from the drawee as a res­ult of meas­ures taken pur­su­ant to the Fed­er­al Act of 8 Novem­ber 1934 on Banks and Sav­ings Banks⁸³¹.

Fur­ther, the bear­er of an ac­count-pay­ee-only cheque has a right of re­course where he can show that the drawee has re­fused to make the ac­count cred­it un­con­di­tion­ally or that the cheque has been de­clared un­fit for set­tle­ment of the bear­er’s ob­lig­a­tions by the clear­ing house of the place of pay­ment.

The bear­er may have re­course against the en­dors­er, the draw­er and the oth­er parties li­able for the cheque if it is not hon­oured on timely present­a­tion and such re­fus­al of pay­ment has been es­tab­lished:

1.

by pub­lic deed (protest), or

2.

by means of a writ­ten and dated de­clar­a­tion made by the drawee on the cheque, in­clud­ing the date of present­a­tion, or

3.

by means of a writ­ten and dated de­clar­a­tion made by a clear­ing house to the ef­fect that the cheque was de­livered in good time and not paid.

¹ The protest or equi­val­ent de­clar­a­tion must be made be­fore the time lim­it for present­a­tion ex­pires.

² Where the cheque is presen­ted on the last day of the time lim­it, the protest or equi­val­ent de­clar­a­tion may still be made on the fol­low­ing work­ing day.

By way of re­course, the bear­er may claim:

1.

the cheque amount, provided the cheque has not been hon­oured;

2.

in­terest at a rate of six per cent since the date of present­a­tion;

3.

the costs of the protest or equi­val­ent de­clar­a­tion and of no­ti­fic­a­tions, plus oth­er ex­penses;

4.

a com­mis­sion of not more than one-third of one per cent.

¹ Where in­su­per­able obstacles (stat­utory pro­vi­sions en­acted by a state or some oth­er in­stance of force ma­jeure) mil­it­ate against the timely present­a­tion of the cheque or timely protest or equi­val­ent de­clar­a­tion, the time lim­its for such ac­tions are ex­ten­ded.

² The bear­er is ob­liged to no­ti­fy the im­me­di­ately pre­ced­ing en­dors­er of the force ma­jeure event without delay and to note such no­ti­fic­a­tion to­geth­er with the date and place and his sig­na­ture on the cheque or an an­nex thereto; in oth­er re­spects, the pro­vi­sions set out in Art­icle 1042 are ap­plic­able.

³ Once the force ma­jeure ceases to ap­ply, the hold­er must present the cheque for ac­cept­ance or for pay­ment without delay and, where ne­ces­sary, make protest or sim­il­ar de­clar­a­tion.

⁴ In the event that the force ma­jeure lasts for longer than 15 days after the date on which the bear­er him­self no­ti­fied the pre­ced­ing en­dors­er of the force ma­jeure event pri­or to ex­piry of the time lim­it for present­a­tion, re­course may be had without need for present­a­tion or protest or sim­il­ar de­clar­a­tion.

⁵ Facts per­tain­ing purely to the per­son of the bear­er or a per­son charged with the task of present­ing the cheque or mak­ing protest or ar­ran­ging for an equi­val­ent de­clar­a­tion do not count as force ma­jeure events.

The losses arising from pay­ment of a forged or fals­i­fied cheque are borne by the drawee, provided that the draw­er named on the cheque is not at fault, such as through neg­li­gence in the safe­keep­ing of blank cheque forms en­trus­ted to him.

Cheques may be is­sued in sev­er­al identic­al du­plic­ates if they are not made out to the bear­er and are pay­able in a coun­try oth­er than the coun­try of is­sue or in an over­seas ter­rit­ory be­long­ing to the coun­try of is­sue, or vice versa, or are both is­sued and pay­able in an over­seas ter­rit­ory, or are is­sued in one over­seas ter­rit­ory and pay­able in a dif­fer­ent over­seas ter­rit­ory be­long­ing to the same coun­try. Such du­plic­ates must be giv­en seri­al num­bers with­in the text on the in­stru­ment; oth­er­wise, each du­plic­ate counts as a sep­ar­ate cheque.

¹ The bear­er’s rights of re­course against the en­dors­er, the draw­er and the oth­er parties li­able pre­scribe six months after the time lim­it for present­a­tion ex­pires.

² The rights of re­course of one li­able party against an­oth­er pre­scribe six months after the date on which the cheque was hon­oured by such party or the claim based on the cheque was as­ser­ted against him.

For the pur­poses of this Sec­tion, the term ‘banker’ is un­der­stood to mean any in­sti­tu­tion sub­ject to the Fed­er­al Act of 8 Novem­ber 1934⁸³² on Banks and Sav­ings Banks.

¹ The present­a­tion and protest of a cheque must take place on a work­ing day.

² Where the last day of a time lim­it with­in which an ac­tion in con­nec­tion with the cheque must be taken, in par­tic­u­lar present­a­tion, protest or an equi­val­ent de­clar­a­tion, falls on a Sunday or a pub­lic hol­i­day⁸³³, the time lim­it is ex­ten­ded to in­clude the next work­ing day.

Hol­i­days fall­ing with­in the time lim­it are in­cluded when com­put­ing it.

When com­put­ing the time lim­its en­vis­aged in this law, the day on which they com­mence is not in­cluded.

¹ A per­son's ca­pa­city to act as drawee of a cheque is de­term­ined ac­cord­ing to the law of the coun­try in which it is pay­able.

² Where un­der such law the cheque is void for reas­ons per­tain­ing to the per­son of the drawee, ob­lig­a­tions are non­ethe­less bind­ing if they arise from sig­na­tures ap­pen­ded to the cheque in coun­tries where the law does not en­vis­age nullity for such reas­ons.

¹ The form of a de­clar­a­tion on a cheque is de­term­ined ac­cord­ing to the law of the coun­try in whose ter­rit­ory such de­clar­a­tion was signed. However, com­pli­ance with the form­al re­quire­ments laid down by the law of the place of pay­ment is suf­fi­cient.

² Where a de­clar­a­tion on a cheque that is in­val­id pur­su­ant to the pre­vi­ous para­graph would be val­id un­der the law of the coun­try in whose ter­rit­ory a sub­sequent de­clar­a­tion is signed, the valid­ity of the later cheque de­clar­a­tion is not af­fected by any form­al de­fects of the earli­er de­clar­a­tion.

³ Sim­il­arly, a de­clar­a­tion on a cheque made by one Swiss na­tion­al abroad is val­id as against an­oth­er Swiss na­tion­al in Switzer­land provid­ing it sat­is­fies the form­al re­quire­ments laid down by Swiss law.

¹ The ef­fects of cheque de­clar­a­tions are de­term­ined pur­su­ant to the law of the coun­try in whose ter­rit­ory such de­clar­a­tions were signed.

The law of the coun­try in whose ter­rit­ory the cheque is pay­able de­term­ines:

1.

wheth­er the cheque is ne­ces­sar­ily pay­able on sight or wheth­er it may be drawn for a spe­cified time after sight and what the ef­fects are if a date later than the real is­sue date is in­dic­ated on the cheque;

2.

the time lim­it for present­a­tion;

3.

wheth­er a cheque may be ac­cep­ted, cer­ti­fic­ated, con­firmed or giv­en a mark of ap­prov­al and what the ef­fects of such com­ments are;

4.

wheth­er the bear­er may re­quest part pay­ment and wheth­er he must ac­cept part pay­ment;

5.

wheth­er a cheque may be crossed or have the com­ment “ac­count pay­ee only” or an equi­val­ent com­ment ap­pen­ded to it and what the ef­fects of such cross­ing or com­ment are;

6.

wheth­er the bear­er has spe­cif­ic rights to the cov­er and what the nature of such rights is;

7.

wheth­er the draw­er may re­voke the cheque or protest against pay­ment of the cheque;

8.

the meas­ures to be taken in the event of the loss or theft of the cheque;

9.

wheth­er a protest or equi­val­ent de­clar­a­tion is re­quired to pre­serve the right of re­course against the en­dors­er, the draw­er and the oth­er parties li­able for the cheque.

A claim for un­just en­rich­ment against the drawee or the dom­i­cili­ate is de­term­ined ac­cord­ing to the law of the coun­try in whose ter­rit­ory these per­sons are res­id­ent.

¹ The fol­low­ing pro­vi­sions of the law on bills of ex­change are also ap­plic­able to cheques:

1.

Art­icle 990 on the ca­pa­city to in­cur li­ab­il­ity as party to a bill;

2.

Art­icle 993 on bills of ex­change made out to own or­der, drawn on the draw­er and for the ac­count of a third party;

3.

Art­icles 996–1000 on dis­crep­an­cies in the spe­cific­a­tion of the bill amount, sig­na­tures of per­sons lack­ing ca­pa­city to in­cur li­ab­il­ity as parties to bills, un­au­thor­ised sig­na­tures, li­ab­il­ity of the draw­er and blank bills;

4.

Art­icles 1003–1005 on en­dorse­ments;

5.

Art­icle 1007 on de­fences;

6.

Art­icle 1008 on the rights un­der pro­cur­a­tion en­dorse­ment;

7.

Art­icles 1021 and 1022 on form and ef­fects of bill guar­an­tees;

8.

Art­icle 1029 on the right to re­ceipts and part pay­ments;

9.

Art­icles 1035–1037 and 1039–1041 on protest;

10.

Art­icle 1042 on no­ti­fic­a­tion;

11.

Art­icle 1043 on the waiver of protest;

12.

Art­icles 1044 on the joint and sev­er­al li­ab­il­ity of the parties;

13.

Art­icles 1046 and 1047 on the right of re­course on pay­ment of the bill of ex­change and the right to take pos­ses­sion of bills of ex­change, protest and re­ceipts;

14.

Art­icle 1052 on claims for un­just en­rich­ment;

15.

Art­icle 1053 on de­vol­u­tion of cov­er;

16.

Art­icle 1064 on the re­la­tion­ship between du­plic­ates;

17.

Art­icle 1068 on amend­ments;

18.

Art­icles 1070 and 1071 on in­ter­rup­tion of pre­script­ive peri­ods;

19.

Art­icles 1072–1078 and 1079 para­graph 1 on can­cel­la­tion;

20.

Art­icles 1083–1085 on ex­clu­sion of days of res­pite, the place for ac­tions in con­nec­tion with bills of ex­change and sig­na­tures by hand;

21.

Art­icles 1086, 1088 and 1089 on ap­plic­able jur­is­dic­tion with re­gard to ca­pa­city to in­cur li­ab­il­ity as a party to bills, ac­tions to ex­er­cise and safe­guard rights un­der bills of ex­change and ex­er­cise of the right of re­course.

² None of the pro­vi­sions re­lat­ing to ac­cept­ance of bills of ex­change laid down in these Art­icles is ap­plic­able.

³ With re­gard to their ap­plic­ab­il­ity to cheques, Art­icle 1042 para­graph 1, Art­icle 1043 para­graph 1 and 3 and Art­icle 1047 are sup­ple­men­ted in the sense that a de­clar­a­tion equi­val­ent to protest as defined in Art­icle 1128 let­ters 2 and 3 may sub­sti­tute for protest it­self.

The spe­cial pro­vi­sions gov­ern­ing Swiss post of­fice cheques are re­served.

A ne­go­ti­able se­cur­ity is deemed an in­stru­ment to or­der if it is made out to or­der or de­clared by law to be an in­stru­ment to or­der.

¹ Against a claim de­riv­ing from an in­stru­ment to or­der, 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.

Where a pay­ment in­struc­tion is not des­ig­nated as a bill of ex­change in the text ap­pear­ing on the in­stru­ment it­self but is ex­pressly made out to or­der and sat­is­fies all the oth­er re­quire­ments of a bill of ex­change, it counts as a bill of ex­change.

¹ The pay­ment in­struc­tion to or­der must not be presen­ted for ac­cept­ance.

² If it is nev­er­the­less presen­ted but ac­cept­ance is re­fused, the bear­er does not have right of re­course on these grounds.

¹ Where the pay­ment in­struc­tion to or­der is ac­cep­ted vol­un­tar­ily, the ac­cept­or of the pay­ment in­struc­tion counts as the ac­cept­or of a bill of ex­change.

² However, the bear­er may not have re­course be­fore ma­tur­ity if the in­struc­ted party has been de­clared in­solv­ent or has sus­pen­ded his pay­ments or com­puls­ory ex­e­cu­tion has been levied on his as­sets without suc­cess.

³ Sim­il­arly, the bear­er may not have re­course be­fore ma­tur­ity if the in­struct­ing party has been de­clared in­solv­ent.

The pro­vi­sions of the Debt Col­lec­tion and Bank­ruptcy Act of 11 April 1889⁸³⁴ gov­ern­ing the en­force­ment of bills of ex­change do not ap­ply to pay­ment in­struc­tions to or­der.

¹ Where a prom­ise to pay is not des­ig­nated as a promis­sory note in the text ap­pear­ing on the in­stru­ment it­self but is ex­pressly made out to or­der and sat­is­fies all the oth­er re­quire­ments of a promis­sory note, it counts as a promis­sory note.

² However, the pro­vi­sions gov­ern­ing pay­ment for hon­our do not ap­ply to prom­ises to pay to or­der.

³ The pro­vi­sions of the Debt Col­lec­tion and Bank­ruptcy Act of 11 April 1889⁸³⁵ gov­ern­ing the en­force­ment of bills of ex­change do not ap­ply to prom­ises to pay to or­der.

¹ In­stru­ments whereby the sig­nat­ory un­der­takes to pay cer­tain sums of money or de­liv­er cer­tain quant­it­ies of fun­gibles with ref­er­ence to place, time and total amount may, if they are ex­pressly made out to or­der, be trans­ferred by en­dorse­ment.

² These and oth­er en­dors­able in­stru­ments, such as ware­house war­rants, bills of lad­ing, etc., are sub­ject to the pro­vi­sions of the law on bills of ex­change gov­ern­ing the form of the en­dorse­ment, proof of the bear­er’s en­ti­tle­ment, an­nul­ment and the bear­er’s duty to sur­render the in­stru­ment.

³ However, the pro­vi­sions gov­ern­ing rights of re­course on bills of ex­change do not ap­ply to such in­stru­ments.

Doc­u­ments of title to goods is­sued by a ware­house keep­er or car­ri­er as ne­go­ti­able se­cur­it­ies must bear:

1.

the place and date of is­sue and the sig­na­ture of the is­suer;

2.

the name and ad­dress of the is­suer;

3.

the name and ad­dress of the de­pos­it­or or sender of the goods;

4.

an in­vent­ory of the stored or des­patched goods by de­scrip­tion, volume and iden­ti­fic­a­tion marks;

5.

the fees and re­mu­ner­a­tion pay­able or paid in ad­vance;

6.

any spe­cial agree­ments between the parties con­cern­ing the hand­ling of the goods;

7.

the num­ber of du­plic­ates of the doc­u­ment of title to goods;

8.

the per­sons with power of dis­pos­al, with in­dic­a­tion of names or to or­der or as bear­er.

¹ The parties may is­sue doc­u­ments of title to goods in the form of ledger-based se­cur­it­ies. Art­icles 1154 and 1155 ap­ply mu­tatis mutandis.

² The is­suer's sig­na­ture is not re­quired if the in­stru­ment can be un­am­bigu­ously at­trib­uted to him or her in an­oth­er man­ner. The fur­ther con­tent of the in­stru­ment, in­clud­ing any charges, must be re­cor­ded in the se­cur­it­ies ledger it­self or in the as­so­ci­ated ac­com­pa­ny­ing data.

¹ Where one of two or more doc­u­ments of title to goods is to serve the pur­pose of es­tab­lish­ing a li­en, it must be des­ig­nated as a war­rant and in all oth­er re­spects take the form of a doc­u­ment of title to goods.

² The is­sue of the war­rant must be noted on the oth­er du­plic­ates along with every pledge made, in­clud­ing the claim amount and due date.

¹ Bills and cer­ti­fic­ates is­sued in re­spect of stored goods or freight that do not sat­is­fy the form­al re­quire­ments of doc­u­ments of title to goods are not re­cog­nised as ne­go­ti­able se­cur­it­ies, but are deemed to be merely re­ceipts or oth­er doc­u­ments in proof.

² Bills and cer­ti­fic­ates is­sued by ware­house keep­ers without the leg­ally re­quired ap­prov­al from the com­pet­ent au­thor­ity are re­cog­nised as ne­go­ti­able se­cur­it­ies provided they sat­is­fy the stat­utory form­al re­quire­ments. The is­suer is li­able to an ad­min­is­trat­ive fine of up to 1,000 francs to be im­posed by the com­pet­ent can­ton­al au­thor­ity.

¹ Where bonds with uni­form con­di­tions are offered dir­ectly or in­dir­ectly for pub­lic sub­scrip­tion by a bor­row­er whose dom­i­cile or com­mer­cial of­fice is in Switzer­land, by op­er­a­tion of law the cred­it­ors form a com­munity of cred­it­ors.

² Where sev­er­al dif­fer­ent is­sues are offered, the cred­it­ors of each is­sue form a sep­ar­ate com­munity of cred­it­ors.

³ The pro­vi­sions of this Chapter do not ap­ply to bonds is­sued by the Con­fed­er­a­tion, can­tons, mu­ni­cip­al­it­ies and oth­er pub­lic sec­tor cor­por­a­tions and en­tit­ies.

¹ Rep­res­ent­at­ives ap­poin­ted un­der the bond is­sue con­di­tions are, un­less oth­er­wise provided, deemed to be rep­res­ent­at­ives of both the com­munity of cred­it­ors and the bor­row­er.

² The cred­it­ors’ meet­ing may elect one or more rep­res­ent­at­ives for the com­munity of cred­it­ors.

³ Un­less oth­er­wise provided, mul­tiple rep­res­ent­at­ives ex­er­cise their powers of rep­res­ent­a­tion jointly.

¹ The rep­res­ent­at­ive has such powers as are con­ferred on him by law, the bond is­sue con­di­tions or the cred­it­ors’ meet­ing.

² His du­ties are to re­quest that the bor­row­er con­vene a cred­it­ors’ meet­ing where the con­di­tions for such con­voc­a­tion ob­tain, to im­ple­ment its res­ol­u­tions and to rep­res­ent the com­munity of cred­it­ors with­in the bounds of the powers con­ferred on him.

³ To the ex­tent that the rep­res­ent­at­ive is au­thor­ised to as­sert the cred­it­ors’ rights, the in­di­vidu­al cred­it­ors are not en­titled to ex­er­cise their rights in­de­pend­ently.

¹ Where the bor­row­er is in ar­rears in the ful­fil­ment of his ob­lig­a­tions un­der the bond is­sue, the rep­res­ent­at­ive of the com­munity of cred­it­ors is en­titled to ob­tain from the bor­row­er all in­form­a­tion of in­terest to the com­munity of cred­it­ors.

² On the same con­di­tions, where the bor­row­er is a com­pany lim­ited by shares, part­ner­ship lim­ited by shares, lim­ited li­ab­il­ity com­pany or co­oper­at­ive, the rep­res­ent­at­ive may par­ti­cip­ate in an ad­vis­ory ca­pa­city in the meet­ings of its gov­ern­ing bod­ies to the ex­tent that the agenda items un­der dis­cus­sion re­late to the in­terests of the bond cred­it­ors.

³ The rep­res­ent­at­ive must be in­vited to such meet­ings and is en­titled to re­ceive the back­ground doc­u­ment­a­tion to be dis­cussed at such meet­ings in good time.

¹ Where a rep­res­ent­at­ive of the bor­row­er and the cred­it­ors has been ap­poin­ted for a bond is­sue se­cured by a land charge or a charge on chat­tels, he has the same powers as a pledgee un­der a land charge.

² The rep­res­ent­at­ive must safe­guard the rights of the cred­it­ors, the bor­row­er and the own­er of the charged prop­erty di­li­gently and im­par­tially.

¹ The cred­it­ors’ meet­ing may re­voke or modi­fy the au­thor­ity con­ferred on a rep­res­ent­at­ive at any time.

² The au­thor­ity of a rep­res­ent­at­ive ap­poin­ted un­der the bond is­sue con­di­tions may be re­voked or mod­i­fied at any time by res­ol­u­tion of the com­munity of cred­it­ors with the con­sent of the bor­row­er.

³ On ap­plic­a­tion by a bond cred­it­or or the bor­row­er, the court may de­clare such au­thor­ity ex­tin­guished for good cause.

⁴ Where the rep­res­ent­at­ive’s au­thor­ity lapses for whatever reas­on, at the re­quest of a bond cred­it­or or the bor­row­er, the court or­ders the meas­ures ne­ces­sary to pro­tect the bond cred­it­ors and the bor­row­er.

¹ The costs of all rep­res­ent­at­ive ar­range­ments en­vis­aged in the bond is­sue con­di­tions are borne by the bor­row­er.

² The costs of rep­res­ent­a­tion ap­poin­ted by the com­munity of cred­it­ors are covered by pay­ments made by the bor­row­er and de­duc­ted from all bond cred­it­ors in pro­por­tion to the nom­in­al value of the bonds they hold.

¹ The com­munity of cred­it­ors is au­thor­ised with­in the bounds of the law to take all meas­ures re­quired to safe­guard the col­lect­ive in­terests of the bond cred­it­ors, in par­tic­u­lar as re­gards any fin­an­cial dif­fi­culties en­countered by the bor­row­er.

² The res­ol­u­tions of the com­munity of cred­it­ors are made by the cred­it­ors’ meet­ing and are val­id provid­ing they sat­is­fy the re­quire­ments laid down by the law in gen­er­al or for spe­cif­ic meas­ures.

³ The in­di­vidu­al bond cred­it­ors are not en­titled to as­sert their rights in­de­pend­ently to the ex­tent that val­id res­ol­u­tions on the mat­ters in ques­tion have been made by the cred­it­ors’ meet­ing.

⁴ The costs of con­ven­ing and hold­ing the cred­it­ors’ meet­ing are borne by the bor­row­er.

¹ The cred­it­ors’ meet­ing is con­vened by the bor­row­er.

² The bor­row­er is ob­liged to con­vene it with­in 20 days if so re­ques­ted by bond cred­it­ors to­geth­er hold­ing at least one-twen­ti­eth of the bond cap­it­al in cir­cu­la­tion or by the bond rep­res­ent­at­ive in writ­ing with an in­dic­a­tion of the pur­pose of and reas­ons for the meet­ing.

³ In the event that the bor­row­er fails to com­ply with such re­quest, the court may au­thor­ise the ap­plic­ant to con­vene a cred­it­ors’ meet­ing of his own ac­cord. The court at the cur­rent or last seat of the debt­or in Switzer­land has man­dat­ory jur­is­dic­tion.⁸⁴⁰

⁴ If the debt­or has or had only a branch of­fice in Switzer­land, the court at the loc­a­tion of this branch of­fice has man­dat­ory jur­is­dic­tion.⁸⁴¹

¹ From the date on which the in­vit­a­tion to the cred­it­ors’ meet­ing is duly pub­lished un­til the fi­nal out­come of the com­pos­i­tion pro­ceed­ings, all due claims of the bond cred­it­ors are sub­ject to a stay of en­force­ment.

² Such stay is not a sus­pen­sion of pay­ments with­in the mean­ing of the Debt Col­lec­tion and Bank­ruptcy Act of 11 April 1889⁸⁴²; the cred­it­ors may not ap­ply for the com­mence­ment of in­solv­ency pro­ceed­ings without pri­or debt en­force­ment.

³ For the dur­a­tion of the stay, such pre­script­ive and for­feit­ure peri­ods as can be in­ter­rup­ted by debt en­force­ment are sus­pen­ded for the due claims of the bond cred­it­ors.

⁴ Where the bor­row­er ab­uses the right to ob­tain a stay of en­force­ment, at the re­quest of a bond cred­it­or it may be lif­ted by the high­er can­ton­al com­pos­i­tion au­thor­ity.

¹ Each own­er of a bond or his rep­res­ent­at­ive, or in the case of bonds un­der a usu­fruct either the usu­fructu­ary or his rep­res­ent­at­ive, has the right to vote. However, the usu­fructu­ary is li­able in dam­ages to the own­er for any fail­ure to take due ac­count of the lat­ter’s in­terests when ex­er­cising the right to vote.

² Bonds owned by or held in usu­fruct by the bor­row­er con­fer no right to vote. However, where bonds be­long­ing to the bor­row­er have been giv­en in pledge, the pledgee is en­titled to ex­er­cise the as­so­ci­ated right to vote.

³ A charge or spe­cial li­en held by the bor­row­er on bonds does not pre­clude the right to vote of the own­ers of such bonds.

¹ Rep­res­ent­a­tion of bond cred­it­ors re­quires a writ­ten power of at­tor­ney, un­less such rep­res­ent­a­tion has its basis in law.

² The bor­row­er is ex­cluded from rep­res­ent­ing bond cred­it­ors with right to vote.

The Fed­er­al Coun­cil shall en­act pro­vi­sions gov­ern­ing con­ven­ing the cred­it­ors’ meet­ing, giv­ing no­tice of the agenda, prov­ing en­ti­tle­ment to par­ti­cip­ate in the cred­it­ors’ meet­ing, chair­ing the gen­er­al meet­ing and re­cord­ing and giv­ing no­tice of its res­ol­u­tions.

¹ A ma­jor­ity of at least two-thirds of the bond cap­it­al in cir­cu­la­tion is re­quired to pass a val­id res­ol­u­tion in con­nec­tion with the fol­low­ing meas­ures:

1.

morator­i­um on in­terest for up to five years, with the op­tion of ex­tend­ing the morator­i­um twice for up to five years each time;

2.

waiver of up to five years’ worth of in­terest with­in a sev­en-year peri­od;

3.

de­crease of the in­terest rate by up to one-half of the rate en­vis­aged in the bond is­sue con­di­tions or con­ver­sion of a fixed in­terest rate in­to a rate de­pend­ent on the busi­ness res­ults, both meas­ures to last for up to ten years, with the op­tion of an ex­ten­sion for up to five years;

4.

ex­ten­sion of the re­demp­tion time lim­it by up to ten years by means of a re­duc­tion in the an­nu­al pay­ment or an in­crease in the num­ber of the re­demp­tion shares or tem­por­ary sus­pen­sion of such pay­ments, with the op­tion of an ex­ten­sion for up to five years;

5.

sus­pen­sion of a bond is­sue now due or matur­ing with­in five years or of por­tions there­of for up to ten years, with the op­tion of an ex­ten­sion for up to five years;

6.

au­thor­isa­tion of an early re­demp­tion of the bond cap­it­al;

7.

grant­ing of a pri­or­ity li­en for new cap­it­al raised for the is­su­ing com­pany and changes to the col­lat­er­al provided for a bond is­sue or full or par­tial waiver of such col­lat­er­al;

8.

con­sent to an amend­ment of the pro­vi­sions gov­ern­ing re­stric­tions on is­sues of bonds in re­la­tion to the share cap­it­al;

9.

con­sent to a full or par­tial con­ver­sion of bonds in­to shares.

² These meas­ures may be com­bined.

¹ Where there is more than one com­munity of cred­it­ors, the bor­row­er may pro­pose one or more of the meas­ures de­scribed in the pre­vi­ous Art­icle to the dif­fer­ent com­munit­ies of cred­it­ors sim­ul­tan­eously, sub­ject to the pro­viso that, where one such meas­ure is pro­posed, it will be val­id only if ac­cep­ted by all the com­munit­ies of cred­it­ors and that in ad­di­tion, where two or more such meas­ures are pro­posed, the valid­ity of each meas­ure is con­di­tion­al on ac­cept­ance of all the oth­ers.

² Pro­pos­als are deemed ac­cep­ted where they ob­tain the con­sent of per­sons rep­res­ent­ing at least two-thirds of the bond cap­it­al in cir­cu­la­tion of all such com­munit­ies of cred­it­ors com­bined and at the same time are ac­cep­ted by a ma­jor­ity of the com­munit­ies of cred­it­ors and, with­in each com­munity of cred­it­ors, by at least a simple ma­jor­ity of the bond cap­it­al rep­res­en­ted.

¹ When de­term­in­ing the total bond cap­it­al in cir­cu­la­tion, bonds that do not con­fer right to vote shall be dis­reg­arded.

² Where a mo­tion put to the cred­it­ors’ meet­ing fails to at­tain the re­quis­ite num­ber of votes, the bor­row­er may re­gister votes mak­ing up the short­fall by writ­ten and au­then­tic­ated de­clar­a­tions made with­in two months of the date of the meet­ing to the chair­man of the meet­ing and thereby bring about a val­id res­ol­u­tion.

¹ No bond cred­it­or may be re­quired by res­ol­u­tion of the com­munity of cred­it­ors to tol­er­ate an en­croach­ment on the cred­it­ors’ rights oth­er than those en­vis­aged in Art­icle 1170 or to make pay­ments that were neither en­vis­aged in the bond is­sue con­di­tions nor agreed with him when the bonds were is­sued.

² The com­munity of cred­it­ors may not ex­tend the cred­it­ors’ rights without the con­sent of the bor­row­er.

¹ The per­sons mak­ing up a com­munity of cred­it­ors must all be equally af­fected by any res­ol­u­tion to ad­opt com­puls­ory meas­ures, un­less every dis­ad­vant­aged cred­it­or ex­pressly agrees to such meas­ures.

² The rank­ing of charge cred­it­ors must not be changed without their con­sent. Art­icle 1170 let­ter 7 is re­served.

³ Un­der­tak­ings and dis­pos­i­tions whereby in­di­vidu­al cred­it­ors are fa­voured over oth­ers be­long­ing to the com­munity of cred­it­ors are void.

An ap­plic­a­tion to take the meas­ures de­scribed in Art­icle 1170 may be made by the bor­row­er and con­sidered by the cred­it­ors’ meet­ing only on the basis of status re­port drawn up as at the date of the cred­it­ors’ meet­ing or a bal­ance sheet drawn up as at a date no more than six months pri­or to the meet­ing in ac­cord­ance with stand­ard prac­tice and, where ap­plic­able, cer­ti­fied by the ex­tern­al aud­it­or as true and fair.

¹ Res­ol­u­tions in­volving an en­croach­ment on cred­it­ors’ rights are ef­fect­ive and bind­ing on the bond cred­it­ors who did not vote in fa­vour of them only if they have been ap­proved by the high­er can­ton­al com­pos­i­tion au­thor­ity.

² The bor­row­er must sub­mit them with­in one month of their ad­op­tion to said au­thor­ity for ap­prov­al.

³ The time and date of the hear­ing is pub­lished to­geth­er with a no­tice to the bond cred­it­ors in­form­ing them that they may raise ob­jec­tions in writ­ing or in per­son at the hear­ing.

⁴ The costs of the ap­prov­al pro­ced­ure are borne by the bor­row­er.

Of­fi­cial ap­prov­al may be re­fused only where:

1.

the pro­vi­sions gov­ern­ing the con­voc­a­tion of the cred­it­ors’ meet­ing and its ad­op­tion of res­ol­u­tions were in­fringed;

2.

it tran­spires that a res­ol­u­tion in­ten­ded to avert fin­an­cial hard­ship from the bor­row­er was not ne­ces­sary;

3.

the col­lect­ive in­terests of the bond cred­it­ors are not suf­fi­ciently pro­tec­ted;

4.

the res­ol­u­tion was brought about by dis­hon­est means.

¹ Once ap­prov­al has been giv­en, it may be chal­lenged as il­leg­al or in­ap­pro­pri­ate with­in 30 days be­fore the Fed­er­al Su­preme Court by any bond cred­it­or who did not vote for the res­ol­u­tion, in which case the leg­al pro­ced­ure en­vis­aged for mat­ters con­cern­ing debt col­lec­tion and bank­ruptcy is ap­plic­able.

² Sim­il­arly, a de­cision to re­fuse ap­prov­al may be chal­lenged by bond cred­it­ors who voted in fa­vour of the res­ol­u­tion or by the bor­row­er.

¹ If it sub­sequently tran­spires that the res­ol­u­tion of the cred­it­ors’ meet­ing was brought about by dis­hon­est means, at the re­quest of a bond cred­it­or the high­er can­ton­al com­pos­i­tion au­thor­ity may re­voke ap­prov­al in part or in full.

² An ap­plic­a­tion for re­voc­a­tion must be filed with­in six months of the date on which the bond cred­it­ors learned of the grounds for chal­lenge.

³ Re­voc­a­tion may be chal­lenged as un­law­ful or un­reas­on­able with­in 30 days be­fore the Fed­er­al Su­preme Court by the bor­row­er and by any bond cred­it­or, in which case the leg­al pro­ced­ure en­vis­aged for mat­ters con­cern­ing debt col­lec­tion and bank­ruptcy is ap­plic­able. Sim­il­arly, a re­fus­al to re­voke ap­prov­al may be chal­lenged by any bond cred­it­or who re­ques­ted such re­voc­a­tion.

¹ The con­sent of per­sons rep­res­ent­ing more than one-half of the bond cap­it­al in cir­cu­la­tion is re­quired to re­voke or modi­fy the au­thor­ity con­ferred on a bond rep­res­ent­at­ive.

² The same ma­jor­ity is re­quired for a res­ol­u­tion to grant a bond rep­res­ent­at­ive au­thor­ity to safe­guard the rights of all the bond cred­it­ors in in­solv­ency pro­ceed­ings.

¹ Res­ol­u­tions which neither en­croach on the cred­it­ors’ rights nor im­pose fur­ther ma­ter­i­al con­tri­bu­tions on the cred­it­ors re­quire merely an ab­so­lute ma­jor­ity of the votes rep­res­en­ted, un­less the law stip­u­lates oth­er­wise or the bond is­sue con­di­tions im­pose stricter re­quire­ments.

² The ma­jor­ity is de­term­ined in all cases ac­cord­ing to the nom­in­al value of the bond cap­it­al con­fer­ring right to vote that is rep­res­en­ted at the cred­it­ors’ meet­ing.

Any res­ol­u­tion with­in the mean­ing of Art­icles 1180 and 1181 which con­tra­venes the law or con­trac­tu­al pro­vi­sions may be chal­lenged in court by a mem­ber of the com­munity of bond cred­it­ors who did not vote for it with­in 30 days of the date on which he learned of it.

¹ Where a bor­row­er be­comes in­solv­ent, the in­solv­ency ad­min­is­trat­ors must con­vene a meet­ing of the bond cred­it­ors without delay, at which an ex­ist­ing rep­res­ent­at­ive or a rep­res­ent­at­ive ap­poin­ted by the meet­ing is gran­ted au­thor­ity to safe­guard the rights of all the bond cred­it­ors in in­solv­ency pro­ceed­ings.

² Where no res­ol­u­tion is made to grant such au­thor­ity, each bond cred­it­or rep­res­ents his rights in­de­pend­ently.

¹ In com­pos­i­tion pro­ceed­ings, sub­ject to the pro­vi­sions gov­ern­ing bonds se­cured by a charge, no spe­cial res­ol­u­tion is made by the bond cred­it­ors on their po­s­i­tion to­wards the com­pos­i­tion agree­ment, and their con­sent is gov­erned ex­clus­ively by the pro­vi­sions of the Debt Col­lec­tion and Bank­ruptcy Act of 11 April 1889⁸⁴⁴.

² The pro­vi­sions gov­ern­ing the com­munity of cred­it­ors ap­ply to cred­it­ors hold­ing bonds se­cured by a charge, to the ex­tent that any re­stric­tion of their cred­it­ors’ rights is to be im­posed above and bey­ond the ef­fects of the com­pos­i­tion pro­ceed­ings.

¹ The pro­vi­sions of this Chapter are ap­plic­able to bond cred­it­ors of rail­way or in­land wa­ter­ways trans­port com­pan­ies, sub­ject to the fol­low­ing spe­cial pro­vi­sions.

² A re­quest for con­voc­a­tion of a cred­it­ors’ meet­ing must be made to the Fed­er­al Su­preme Court.

³ The Fed­er­al Su­preme Court is re­spons­ible for con­ven­ing the cred­it­ors’ meet­ing and the re­cord­ing, ap­prov­al and im­ple­ment­a­tion of its res­ol­u­tions.

⁴ On re­ceipt of a re­quest for con­voc­a­tion of a cred­it­ors’ meet­ing, the Fed­er­al Su­preme Court may or­der a stay of en­force­ment with the ef­fects en­vis­aged in Art­icle 1166.

¹ The rights con­ferred by law on the com­munity of cred­it­ors and the bond rep­res­ent­at­ive may only be ex­cluded, amended or re­stric­ted by the bond is­sue con­di­tions or oth­er spe­cial agree­ments between the cred­it­ors and the bor­row­er if a ma­jor­ity of cred­it­ors are still en­titled to amend the bond con­di­tions.

² Where bonds are pub­licly is­sued in whole or in part out­side Switzer­land, the pro­vi­sions of an­oth­er leg­al sys­tem re­lated to the pub­lic is­sue of bonds con­cern­ing the com­munity of cred­it­ors, its rep­res­ent­a­tion, meet­ing and res­ol­u­tions may be de­clared ap­plic­able in­stead of the pro­vi­sions of this sec­tion.

...⁸⁵⁰

...⁸⁵¹

¹ Art­icles 226f, 226g, 226h, 226i and 226k⁸⁵² also ap­ply to hire pur­chase agree­ments entered in­to pri­or to the com­mence­ment of this Act.

² Only Art­icle 226k ap­plies to ad­vance pay­ment agree­ments entered in­to pri­or to the com­mence­ment of this Act. These agree­ments must however be ad­ap­ted to the pro­vi­sions of the Art­icle 227b with­in one year, fail­ing which they lapse and the pur­chaser must be paid his en­tire cred­it bal­ance with all the in­terest and be­ne­fits cred­ited to him.

The Fed­er­al Coun­cil de­term­ines the date on which this Act enters in­to force.