Federal Act
on the Amendment of the Swiss Civil Code
(Part Five: The Code of Obligations)

¹ Any share­hold­er or cred­it­or may re­quest the court to take the re­quired meas­ures if a com­pany has any of the fol­low­ing or­gan­isa­tion­al de­fects:

1.

The com­pany lacks any of the re­quired cor­por­ate bod­ies.

2.

A re­quired cor­por­ate body of the com­pany is not com­posed cor­rectly.

3.

The com­pany is not keep­ing the share re­gister or the re­gister of its re­por­ted be­ne­fi­cial own­ers in ac­cord­ance with the reg­u­la­tions.

4.

The com­pany has is­sued bear­er shares without hav­ing equity se­cur­it­ies lis­ted on a stock ex­change or or­gan­ising the bear­er shares as in­ter­me­di­ated se­cur­it­ies

5.

The com­pany is no longer leg­ally dom­i­ciled at its seat.⁵¹⁶

^1bisThe court may in par­tic­u­lar:

1.

al­low the com­pany a peri­od of time, un­der threat of its dis­sol­u­tion, with­in which to re-es­tab­lish the law­ful situ­ation;

2.

ap­point the re­quired cor­por­ate body or an ad­min­is­trat­or;

3.

dis­solve the com­pany and or­der its li­quid­a­tion ac­cord­ing to the reg­u­la­tions on in­solv­ency pro­ceed­ings.⁵¹⁷

² If the court ap­points the re­quired cor­por­ate body or an ad­min­is­trat­or, it de­term­ines the dur­a­tion for which the ap­point­ment is val­id. It re­quires the com­pany to bear the costs and to make an ad­vance pay­ment to the ap­poin­ted per­sons.

³ If there is good cause, the com­pany may re­quest the court to re­move the per­sons the court has ap­poin­ted.

⁴ The li­quid­at­ors ap­poin­ted to li­quid­ate the com­pany un­der the bank­ruptcy pro­vi­sions shall no­ti­fy the court as soon as they es­tab­lish over­indebted­ness; the court opens the bank­ruptcy pro­ceed­ings.⁵¹⁸