Dismissal of the appeal against the cancellation of commercial register entries

Facts

The appellants [A.X.] and [B.X.] founded a collective company with their brother [C.X.] on May 18, 1989, with its seat in [I.] (Canton of Basel-Landschaft). This company was registered in the commercial register on December 5, 1990. On June 17, 2011, [C.X.] terminated the company agreement as of December 31, 2011, and stated that the liquidation of the company was to be registered in the commercial register and that the liquidation was to be started immediately thereafter.

On January 2, 2012, [A.X.] and [B.X.] submitted the termination letter from [C.X.] of June 17, 2011, to the Commercial Register Office of Basel-Landschaft and reported the liquidation. The Commercial Register Office deleted [C.X.] as a partner with sole signature and the authorized son [D.X.] from the commercial register, put the collective company into liquidation, and entered the brothers of [C.X.] as partners and liquidators with sole signature.

[C.X.] filed an objection against this commercial register entry and requested that the registration made be reversed ex officio. The Cantonal Court of Basel-Landschaft upheld [C.X.] 's appeal and instructed the Commercial Register Office to delete the entries and amendments and to restore the entries in force until January 2, 2012.

[A.X.] and [B.X.] filed an appeal with the Federal Court and requested that the judgment of the Cantonal Court be set aside and the original commercial register entries be restored.

Considerations

The Federal Court examined the admissibility of the appeal and came to the conclusion that the appellants are entitled to appeal, as they are particularly affected by the contested decision and have a legitimate interest in its annulment or modification.

The appellants complained of a violation of Art. 556 para. 1 CO and Art. 583 para. 3 CO, as the lower court had reversed the deletion of [C.X.] as a partner and the registration of the appellants as liquidators. However, the Federal Court came to the conclusion that the lower court had rightly not qualified the termination letter from [C.X.] of June 17, 2011, as a registration in the sense of Art. 15 CRO, as it was a letter to the co-partners and not to the Commercial Register Office.

The Federal Court also rejected the appellants' complaint that the lower court had violated Art. 566 CO by reversing the deletion of…