Facts
The case concerns the registration of specified collective signatures in the commercial register. The joint-stock company A. AG applied to the Commercial Register Office of the Canton of Zug to register new authorized signatories of its board members. The Commercial Register Office rejected the application, whereupon the company filed a complaint.
The Administrative Court of the Canton of Zug dismissed the complaint. The company then filed a civil law appeal to the Federal Supreme Court.
Considerations
The Federal Supreme Court overturned the decision of the lower instance and instructed the Commercial Register Office to make the requested registrations.
The Federal Supreme Court confirmed its case law from the leading decision BGE 121 III 368, according to which even specified combinations of collective signatures, in which the persons authorized to sign jointly are named, can be registered in the commercial register. This case law is based not only on the now repealed Art. 641 No. 8 CO, but also on Art. 718a para. 2 CO, which allows the registration of collective signatures.
Contrary to the view of the lower instance, the Swiss Federal Legislature did not waive a material adoption of the content of the repealed Art. 641 No. 8 CO with…