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

Art. 803OR from 2022

Art. 803

¹ Company members are obliged to safeguard business secrets.

² They must refrain from doing anything detrimental to the interests of the company. In particular, they may not carry on business that brings them a special advantage but which adversely affects the objects of the company. The articles of association may provide that company members be prohibited from carrying on any activities in competition with the company.

³ The company members may carry on any activities that are contrary to the duty of loyalty or a prohibition of competition provided all the other company members consent in writing. The articles of association may provide that the consent of the members' general meeting be required instead.

⁴ The special regulations on prohibition of competition clauses applicable to managing directors are reserved.