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Federal Act on the Amendment of the Swiss Civil Code (Part Five: The Code of Obligations)
English is not an official language of the Swiss Confederation. This translation is provided for information purposes only and has no legal force.
of 30 March 1911 (Status as of 1 January 2022)
Art. 808b
3. Important resolutions
1 A resolution of the members’ general meeting passed by a majority of at least two thirds of the votes represented and an absolute majority of the entire nominal capital in respect of which a right to vote may be exercised is required in the case of:
1.
the amendment of the objects of the company;
2.
the introduction of capital contributions with preferential voting rights;
3.
an increase in or easing of the restrictions on or the prohibition of the transferability of capital contributions;
4.
consent to the assignment of capital contributions or recognition as a company member who is entitled to vote;
5.
an increase in the nominal capital;
6.
the restriction or revocation of subscription rights;
7.
consent to activities of the managing director or company members that are contrary to the duty of loyalty or the prohibition of competition;
8.
an application to the court to exclude a company member for good cause;
9.
the exclusion of a company member on the grounds specified in the articles of association planned;
10.
the relocation of the seat of the company;
11.
the dissolution the company.
2 Provisions of the articles of association stipulating larger majorities than those required by law for certain resolutions may only be introduced if approved by the planned majority.