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From the magazine SZW-RSDA 4/2017 | S. 398-408 The following page is 398

Sacheinlage- und Sachübernahmevertrag

The contribution in kind agreement is a contract not specifically classified in the Swiss Code of Obligations (CO). According to the prevailing legal opinion the contribution in kind agreement has to be interpreted in line with contractual instead of company law principles. It is widely recognised that the contribution in kind agreement has a close affiliation with the contract of exchange. Based on the reference in Article 237 CO, the legal provisions regarding the contract of sale (Articles 184 ss CO) apply by analogy to the contribution in kind agreement.

However, as the protection of the company capital is one of the major objectives of the Swiss corporate law and the related legal provisions overlap those of the purchase law.

The limiting function of the legal provisions related to the protection of the company capital is in particular relevant in case of disruptions of the contractual performances. In order to overcome the many uncertainties that arise out of the double-fold…

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