II. Further provisions
1. In general
In order to be binding, provisions on the following matters must be included in the articles of association:
- amendment of the articles of association, where different from the statutory provisions;
- the payment of shares of profits paid to board members;
- the interest paid to shareholders until commencement of the company’s operations;
- limitation of the company’s duration;
- contractual penalties for failure to pay up share capital on time;
- capital increases from authorised capital and contingent capital increases;
- restrictions on the transferability of registered shares;
- the preferential rights of indivaidual share classes, participation certificates, divaidend rights certificates and the granting of special privileges;
- restrictions on the voting rights of shareholders and their rights to appoint representatives;
- cases not envisaged in law in which the general meeting may make resolutions only by qualified majority;
- authority to delegate management responsibilities to indivaidual members of the board of directors or to third parties;
- the organisation and duties of the external auditors, where these go beyond those prescribed by law;
- 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 20084.
1 Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 (AS 1992 733; BBl 1983 II 745).
2 Repealed by No I 2 of the FA of 12 Dec. 2014 on the Implementation of the revised recommendations 2012 of the Financial Action Task Force, with effect from 1 July 2015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).
3 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).
4 SR 957.1