Article 808b al.2 CO Suisse in English

A detailed exploration of key voting thresholds and decision-making requirements

Key Highlights

Majority Requirements: The resolution requires a two-thirds majority of the votes represented and an absolute majority of the nominal capital eligible to vote.
Scope of Application: Primarily applies to essential changes such as amendments to the company’s objects and other significant corporate decisions.
Legal Significance: Ensures that major corporate decisions are endorsed by a broad consensus, protecting the interests of all members.

Overview of Article 808b al.2 CO

Article 808b, paragraph 2 of the Swiss Code of Obligations (CO) plays a critical role in the corporate governance framework of Swiss companies, particularly limited liability companies. This article focuses on establishing strict voting thresholds for important resolutions in the members' general meeting. While the exact English wording can vary depending on the source consulted, the prevailing concept is that any resolution affecting major aspects of the company – such as amending its objects or altering its capital structure – must be passed by a supermajority vote.

Detailed Explanation

Majority Thresholds

The decision-making process mandated by Article 808b al.2 CO requires two key majority thresholds to be met:

Two-thirds of votes represented: This means that in any vote on important resolutions, at least two-thirds of the votes present must favor the proposal.
Absolute majority of the entire nominal capital: Beyond the proportion of the votes cast, the rejection of the resolution by less than half of the total capital designated for voting is required. This condition ensures that even if not all shareholders are present, a minimum level of overall capital support is obtained.

These thresholds ensure that critical changes are not implemented without a significant majority of both voting participation and capital endorsement. In practical terms, these requirements provide stability and protect minority interests by preventing drastic decisions from being made on a slim margin.

Application in Corporate Decisions

The scope of Article 808b al.2 is typically limited to issues that have a profound impact on the corporate structure. For example, in the context of amending the company's objects – which may include modifying its business purpose or redefining its strategic direction – this article both protects the company's long-term interests and ensures that such decisions are made only after thorough consensus.

Additionally, similar thresholds can extend to other substantial amendments, such as:

Introducing capital contributions that come with preferential voting rights.
Modifying the transferability of share or membership rights.

The rationale behind these provisions is to guarantee that any significant change affecting the business operation or the capital structure of a company is supported not just by a relative majority of those present, but by a demonstrably broad backing across the entire shareholder or member base.

Comparative Overview in Table Format

Key Aspect	Description
Voting Thresholds	Requires a two-thirds majority of the votes represented and an absolute majority of the entire nominal capital eligible to vote.
Application	Applies to significant resolutions such as amending the objects of the company, capital contributions with preferential voting rights, and changes in transferability of membership rights.
Legal Intent	Ensures broad-based support for decisions that fundamentally alter the company's structure or operations.

Accessing the Official Text

While the general interpretation presented here aligns with well-recognized legal commentary and summaries, it is important to note that official translations may be found in legal databases or through Swiss government publications. For professionals and stakeholders seeking the exact verbatim text of Article 808b al.2 CO in English, consulting reliable legal sources is imperative. Governmental legal databases and platforms such as Swiss Rights, LawBrary, and federal publications are excellent starting points due to their frequent updates and adherence to current legal standards.

Useful Legal References

For further research and verification, the following legal resources provide comprehensive information on the Swiss Code of Obligations and the specific provisions of Article 808b:

Primary Legal Sources

Additional Considerations

It is worth emphasizing that the strict voting requirements established in Article 808b al.2 serve as a safeguard against unauthorized or unilateral corporate changes. In practice, applying these thresholds means that all members are given a substantial opportunity to weigh in on key decisions, thereby fostering a culture of accountability and shared governance within the company.

Furthermore, these provisions build confidence among investors and stakeholders by setting clear parameters that protect the company's foundational structures. When changes require such a high level of consensus, it significantly reduces the risk of volatile shifts driven by transient majorities, thereby ensuring enhanced stability and long-term planning.

Practical Implications for Companies

Decision-Making in General Meetings

Within the context of general meetings, the application of Article 808b al.2 CO underscores the importance of thorough preparation and consensus-building. Prior to convening a meeting where a critical resolution is to be voted on, companies are advised to ensure:

Clear communication of the proposed changes and their long-term implications.
Comprehensive documentation that explains both the rationale for and against the proposal.
Engagement with all members to secure the requisite support according to both the vote count and capital percentage.

By adhering to these practices, companies not only comply with their legal obligations under Swiss Law but also foster an environment of transparency and strategic alignment.