OR Art. 808b -

Einleitung zur Rechtsnorm OR:



The Swiss Code of Obligations is a central code of Swiss civil law that regulates the legal relationships between private individuals. It includes five books that cover various aspects of contract law, law of obligations and property law, including the formation, content and termination of contracts, as well as liability for breach of contract and tort. The Code of Obligations is an important code of law for business and everyday life in Switzerland, as it forms the basis for many legal relationships and contracts and has been in force since 1912, whereby it is regularly adapted to social and economic developments.

Art. 808b OR from 2025

Art. 808b Federal Act on the Amendment of the Swiss Civil Code (OR) drucken

Art. 808b 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. amending the objects of the company;
  • 2. introducing capital contributions with preferential right to vote;
  • 3. increasing or easing the restrictions on or the prohibition of the transferability of capital contributions;
  • 4. consenting to the assignment of capital contributions or recognition as a company member who is entitled to vote;
  • 5. increasing the nominal capital;
  • 6. restricting or revoking subscription rights;
  • 6bis. (1) changing the currency of the nominal capital;
  • 7. consenting to activities of the managing director or company members that are contrary to the duty of loyalty or the prohibition of competition;
  • 8. applying to the court to exclude a company member for good cause;
  • 9. excluding a company member on the grounds specified in the articles of association planned;
  • 10. relocating the seat of the company;
  • 10bis. (1) introducing an arbitration clause into the articles of association;
  • 11. dissolving the company.

    • 2 Provisions of the articles of association stipulating larger majorities than those required by law for certain resolutions may only be introduced, amended or repealed if approved by the required majority. (3)

    (1) (2)
    (2) Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
    (3) Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
    Es besteht kein Anspruch auf Aktualität und Vollständigkeit/Richtigkeit.
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