Businesses

Business partners and companies

Since 1 January 2023, art. 697n CO expressly recognises the statutory arbitration clause. The company, its bodies, the members of its bodies and the shareholders may be bound by the arbitration clause.

What you can submit

Challenge or nullity of the resolutions of the general meeting (art. 706, 706b CO).
Liability actions against directors and management (art. 754 et seq. CO).
Disputes between business partners based on a shareholder agreement; dissolution for good cause; simple partnership and general partnership.

What remains reserved

Commercial register: entries, amendments and deletions fall within the authorities. The arbitrator rules, the register operation follows.
Effect towards all and participation (art. 697n para. 3 CO): the statutory clause must guarantee the information and participation of the persons concerned; the reference to the Concorda Rules provides for this.
LLC: art. 697n CO concerns the public limited company; a statutory clause is also admitted for the LLC, on the same principles.
Bankruptcy and debt enforcement (LP): reserved to the authorities. Non-party third parties: a creditor or a third party who has not accepted the clause is not bound.

The clause

Ready to insert into your contracts. Copy it, or generate a personalised version.

Translation for information; for a Swiss-law contract the French version is recommended.

Clause in the articles of association (public limited company; transposable to the limited liability company), art. 697n CO

Article [X] - Arbitration 1. All company-law disputes between the company, its bodies, the members of its bodies or its shareholders, in particular the challenge or the declaration of nullity of resolutions of the general meeting, actions in liability and disputes relating to shareholder status, are settled by arbitration administered by CONCORDA (www.concorda.ch), to the exclusion of the ordinary state courts. 2. The company, its bodies, the members of the bodies and the shareholders, including future shareholders, are bound by this clause (art. 697n para. 1 CO). 3. The arbitration is conducted in accordance with the CONCORDA Arbitration Rules in force at the time proceedings are commenced, which form an integral part of this clause. In accordance with art. 697n para. 2 CO, the procedure is governed by Part Three of the CPC, to the exclusion of Chapter 12 of the PILA. The arbitral tribunal is composed of a sole arbitrator. The seat of the arbitration is at Monthey. The language of the proceedings is French. The award is final and constitutes an enforceable title (art. 387 CPC), the remedies before the Federal Supreme Court remaining reserved. 4. The persons who may be directly concerned by the legal effects of the award are informed of the commencement and the conclusion of the proceedings and may participate in the constitution of the arbitral tribunal and in the proceedings as interveners (art. 697n para. 3 CO). The modalities of this information and this participation are governed by art. 29a of the CONCORDA Arbitration Rules. 5. There remain reserved the acts falling within the exclusive jurisdiction of the authorities, in particular entries in the commercial register, as well as proceedings under the Debt Enforcement and Bankruptcy Act.

See the other variants (3)

Clause in a shareholders' agreement

Any dispute arising out of or in connection with this shareholders' agreement, in particular pre-emption, call and exit rights, transfer restrictions, non-competition obligations and financial claims between partners, shall be finally settled by arbitration in accordance with the CONCORDA Arbitration Rules, by a sole arbitrator, seat at Monthey, French language, to the exclusion of the ordinary state courts. The award constitutes an enforceable title (art. 387 CPC). Chapter 12 of the PILA is excluded (art. 176 para. 2 PILA).

Clause in a simple partnership or partnership contract

Any dispute arising out of or in connection with this partnership contract, in particular management, the allocation of profits and losses, the exclusion of a partner, dissolution and liquidation, shall be finally settled by arbitration in accordance with the CONCORDA Arbitration Rules, by a sole arbitrator, seat at Monthey, French language, to the exclusion of the ordinary state courts. The award constitutes an enforceable title (art. 387 CPC). Chapter 12 of the PILA is excluded (art. 176 para. 2 PILA).

Short clause (articles of association, art. 697n CO)

Company law disputes between the company, its bodies, the members of its bodies or its shareholders, including future shareholders, are settled by arbitration in accordance with the CONCORDA Arbitration Rules, by a sole arbitrator, seat at Monthey, language French, to the exclusion of the state courts (art. 697n CO). Persons who may be directly affected by the legal effects of the award are informed of the commencement and the conclusion of the proceedings and may participate in the constitution of the arbitral tribunal and in the proceedings as intervening parties, in accordance with art. 29a of the Rules (art. 697n para. 3 CO).

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Related fields

Trade and distribution

Commercial disputes between businesses are of a financial nature and freely disposable, and are therefore fully arbitrable. Even mandatory claims, such as the agent's goodwill indemnity (art. 418u CO), are arbitrable: the Federal Supreme Court has confirmed this.

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Intellectual property

Switzerland is very favourable to IP arbitration. Intellectual property disputes are arbitrable, including infringement between parties and the validity of registered rights, with inter partes effect.

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Mandate and services

Mandate and services disputes are of a financial nature and freely disposable, and are therefore arbitrable. Revocation at any time (art. 404 CO) is mandatory but does not preclude arbitration: the Federal Supreme Court has so held.

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