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220 ORCO CH AI generated

Art. 689a Federal Act of 30 March 1911 on the Amendment of the Swiss Civil Code (CO)

CO; Division Three: Commercial Enterprises and the Cooperative ; Twenty-Sixth title: The Company Limited by Shares; Section Two: Rights and Obligations of Shareholders; J. Personal membership rights; I. Teilnahme an the general meeting; 2. Entitlement against the company
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The membership rights conferred by registered shares may be exercised by any person authorised so to do by entry in the share register or a written power of attorney issued by the shareholder. The membership rights conferred by bearer shares may be exercised by any person who shows they are in possession of the shares by presenting them. Persons attending the general meeting must provide their name and address in order to exercise their right to vote. {note: 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).} A person in possession of a bearer share as a result of pledge, bailment or loan may exercise the attendant membership rights only if authorised to do so by the shareholder in writing. {note: 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).} The board of directors may permit other forms of entitlement against the company, unless the articles of association provide otherwise. {note: 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).}

Art. 689a CO

The membership rights conferred by registered shares may be exercised by any person authorised so to do by entry in the share register or a written power of attorney issued by the shareholder.

The membership rights conferred by bearer shares may be exercised by any person who shows they are in possession of the shares by presenting them. Persons attending the general meeting must provide their name and address in order to exercise their right to vote.

A person in possession of a bearer share as a result of pledge, bailment or loan may exercise the attendant membership rights only if authorised to do so by the shareholder in writing.

The board of directors may permit other forms of entitlement against the company, unless the articles of association provide otherwise.

← Art. 689 CO Federal Act of 30 March 1911 on the Amendment of the Swiss Civil Code (CO) Art. 689b CO →

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Court Decisions Applying This Provision (10)

HSU.2025.38 · ag (Art. 689a Abs. 1 OR)
Applicant's Claim of Shareholder Status Fails in Light of Prior Judgment
This provision was discussed in relation to the exercise of membership rights and the requirement of registration in the share register.
HOR.2021.17 · ag (Art. 689a Abs. 2 OR)
Panamanian Company's Share Ownership and Inheritance Claim Dismissed
Cited to dismiss the defendant's argument that formal presentation of bearer shares was sufficient for exercising shareholder rights, stating that material ownership is decisive.
C/16462/2019 · ge (Art. 689a al. 1 CO)
Dispute Over Invalid Share Transfer Affecting General Meeting Decisions
Cited in the reasoning section concerning the right to vote, supporting the determination of who could validly exercise voting rights, which is central to the annulment in the dispositive.
CG190018 · zh (Art. 689a OR)
Share Ownership Dispute Following Conditional Call Option Exercise
Concerns the shareholder register and proof of shareholding.
7W 20 16 · lu (Art. 689a OR)
Shareholder Sale Transposition Tax Treatment Dispute
Cited in the reasoning concerning the entry in the share register (Aktienbuch).
2019.04.02.zr.4 · bl (Art. 689a Abs. 2 OR)
Shareholder Voting Rights Prevail Over Alleged Foreign Law Violations
Cited as the basis for the argument that the company should not exclude a shareholder due to alleged violations of the BewG and that the court should not examine the validity of the share acquisition.
400.2017.376 · bl (Art. 689a OR)
Shareholder Status and Voided Resolutions Upheld
Cited to discuss the requirements for exercising membership rights from bearer shares.
C/10720/2013 · ge (Art. 689a al. 2 CO)
Shareholder Standing for Bearer Shares and Contract Termination Validity
The court relied on this provision to establish who can exercise rights tied to bearer shares, which was central to determining active legitimacy.
C/2125/2013 · ge (Art. 689a al. 2 CO)
Shareholder Removal Dispute and Provisional Measures
Cited in the reasoning regarding the apparent legitimacy of shareholders holding bearer shares, which was relevant to the finding that the appellants established a prima facie case.
1B 13 15 · lu (Art. 689a Abs. 2 OR)
Preliminary Injunction on Board Change: Validity of Shareholder Vote Based on Bearer Share Transfer
Cited in the Leitsatz concerning the effect of the transfer of legitimacy (Legitimationsübertragung) for bearer shares.