Facts
The present case concerns a cooperative under the Code of Obligations (CO art. 828 et seq.) whose number of members has fallen below the legal minimum of seven (CO art. 831 para. 2). The cooperative contested the decision of the lower court to order its dissolution, arguing that measures should have been taken to restore the required number of members.Considerations
The Federal Court has reiterated that the cooperative is a form of personal company, where the personal element takes precedence. This is reflected in particular in the legal requirement of a minimum of seven founding members (CO art. 831 para. 1). When the number of members falls below this threshold, it is no longer merely an organizational defect, but the cooperative has lost its material existence, even if it formally remains registered in the commercial register.
According to the Court, in such a situation, only the measures provided for in CO art. 731b para. 1 nos. 1 and 3 are possible: either to set a deadline to restore the legal situation, or to order the dissolution of the company. As the…