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

Art. 645

III. Ob­lig­a­tions con­trac­ted pri­or to entry

 

1 A per­son act­ing in the name of the com­pany pri­or to entry in the com­mer­cial re­gister is li­able per­son­ally and jointly and sev­er­ally for his ac­tions.

2 Where such ob­lig­a­tions were in­curred ex­pressly in the name of the com­pany to be foun­ded and are as­sumed by the lat­ter with­in three months of its entry in the com­mer­cial re­gister, the per­sons who con­trac­ted them are re­lieved of li­ab­il­ity and only the com­pany is li­able.