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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. 812

IV. Duty of care and of loy­alty; pro­hib­i­tion of com­pet­i­tion

 

1 The man­aging dir­ect­ors and third parties who are in­volved in man­age­ment must carry out their du­ties with all due care and safe­guard the in­terests of the com­pany in good faith.

2 They are sub­ject to the same duty of loy­alty as the com­pany mem­bers.

3 They may not carry on any activ­it­ies in com­pet­i­tion with the com­pany un­less the art­icles of as­so­ci­ation provide oth­er­wise or all oth­er com­pany mem­bers con­sent to the activ­ity in writ­ing. The art­icles of as­so­ci­ation may provide that the con­sent of the mem­bers’ gen­er­al meet­ing be re­quired.