Commentaries: Art. 5

A company exercises control over another company if it:
1. directly or indirectly holds a majority of the votes in the highest decision-making body thereof;
2. directly or indirectly holds the right to appoint or remove a majority of the members of the highest executive or management body thereof; or
3. pursuant to the articles of incorporation, foundation charter, a contractual agreement, or similar instrument, is able to exert a controlling influence thereon.
Business associations are considered to be controlled if:
1. another company is a member with unlimited liability of that business association;
2. the controlling company, as a general partner in the business association, contributes funds in an amount exceeding one third of the equity of the business association; or
3. the controlling company furnishes the business association or the general partners thereof with reimbursable funds in an amount exceeding one half of the difference between the association’s assets and its liabilities towards third parties.