In the underlying case, a shareholder requested the appointment of a custodian as his share of the share capital had been cancelled from the share register and he had been denied the corresponding shareholder rights. He applied for interim administration of the company until the ownership situation was clarified.
The cantonal court rejected the application. It held that there was only a lack of organisation if the ambiguities regarding the shareholder position were so serious that the general meeting was no longer able to function or pass resolutions. Disputed ownership structures alone were not sufficient to justify the existence of such a defect. As long as the company is in a position to hold general meetings with a quorum, there is no relevant organisational deficiency. This would only be the case if, for example, not a single shareholder could be identified and a general meeting could therefore no longer be held.
In summary, the court confirms that a lack of organisation within the meaning of Art. 731b CO only exists if the company is no longer able to convene a quorate general meeting due to the lack of clarity.
If you need support in the area of company law, our experienced lawyers will be happy to assist you.