Federal Act on the Amendment of the Swiss Civil Code (OR)

Art. 627OR from 2022

Art. 627

In order to be binding, provisions on the following matters must be included in the articles of association:

1.

amendment of the articles of association, where different from the statutory provisions;

2.

the payment of shares of profits paid to board members;

3.

the interest paid to shareholders until commencement of the company’s operations;

4.

limitation of the company’s duration;

5.

contractual penalties for failure to pay up share capital on time;

6.

capital increases from authorised capital and contingent capital increases;

7.³⁰⁰

...

8.

restrictions on the transferability of registered shares;

9.

the preferential rights of individual share classes, participation certificates, dividend rights certificates and the granting of special privileges;

10.

restrictions on the voting rights of shareholders and their rights to appoint representatives;

11.

cases not envisaged in law in which the general meeting may make resolutions only by qualified majority;

12.

authority to delegate management responsibilities to individual members of the board of directors or to third parties;

13.

the organisation and duties of the external auditors, where these go beyond those prescribed by law;

14.³⁰¹

the possibility of converting shares issued in a specific form into another form, together with an allocation of resultant costs, where this derogates from the regulations in the Uncertificated Securities Act of 3 October 2008³⁰².

²⁹⁹ Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 (AS 1992 733; BBl 1983 II 745).

³⁰⁰ Repealed by No I 2 of the FA of 12 Dec. 2014 on the Implementation of the revised recommendations 2012 of the Financial Action Task Force, with effect from 1 July 2015 (AS 2015 1389; BBl 2014 605).

³⁰¹ Inserted by Annex No 3 of the Uncertificated Securities Act of 3 Oct. 2008, in force since 1 Jan. 2010 (AS 2009 3577; BBl 2006 9315).

³⁰² SR 957.1