Jurisdiction: Article 6 CPC, the Zurich GOG and a single cantonal instance

The federal frame

Since 1 January 2011 civil procedure in Switzerland has been governed by the federal Civil Procedure Code (CPC, in German Zivilprozessordnung, ZPO), which replaced the twenty-six cantonal codes. The CPC leaves the organisation of the courts to the cantons but defines in Article 6 the conditions under which a canton may designate a specialised court as the sole cantonal instance for commercial disputes.¹ Only four cantons have made use of this option: Zurich, Bern, St. Gallen and Aargau.² Under Article 6 as revised with effect from 1 January 2025, a dispute is commercial when it concerns the business activity of at least one party, when an appeal to the Federal Supreme Court is available, and when the parties are entered in the Swiss commercial register or an equivalent foreign register. Disputes under employment law, the law on recruitment of staff, the Gender Equality Act and tenancy of residential and agricultural property are excluded.³

Article 6 contains further rules that shape practice. Where only the defendant is entered in the commercial register, the claimant may choose between the commercial court and the ordinary court.⁴ The commercial court is also competent to order interim measures before an action is pending, which gives the Zurich Commercial Court a central role in urgent financial disputes.⁵ The cantons may, in addition, assign to the commercial court the disputes listed in Article 5 CPC, for which federal law already requires a single cantonal instance, and disputes under company law. Article 5 covers, among other matters, intellectual property, cartel law, the use of business names, unfair competition above a value of CHF 30,000, nuclear liability, claims against the Confederation and disputes under the financial market legislation, including the law on collective investment schemes and financial market infrastructure.⁶

The Zurich implementation

Zurich has used these options broadly. Section 44 of the Zurich Act on the Organisation of the Courts and Authorities in Civil and Criminal Proceedings (Gesetz über die Gerichts- und Behördenorganisation im Zivil- und Strafprozess, GOG) assigns to the Commercial Court the disputes under Article 5 CPC, including those concerning collective investment schemes, financial market infrastructures and banking law, together with commercial disputes within the meaning of Article 6 CPC and company and cooperative law disputes with a value in dispute of at least CHF 30,000.⁷ Section 45 GOG confers on the court’s single judge the appointment of special auditors under company law, interim measures before litigation, summary proceedings in company law disputes and the procedure for clear cases, the Rechtsschutz in klaren Fällen, within the court’s subject-matter jurisdiction.⁸

The breadth of this catalogue explains why the Zurich Commercial Court sits at the centre of the financial centre’s litigation. Shareholder disputes in Zurich-based companies, liability claims against directors and auditors, disputes between fund managers and investors, claims under syndicated loan agreements, disputes over the interpretation of derivatives documentation and much insurance and reinsurance litigation come before it. The special auditor procedure, which allows a shareholder to have particular transactions examined by an independent expert appointed by the court, has become an important tool in governance disputes involving listed and private companies alike. The procedure for clear cases, finally, provides a fast track for claims in which the facts are undisputed or immediately provable and the legal position is clear, which makes it relevant for the recovery of loans and for the enforcement of guarantees.

A single cantonal instance and direct appeal to the Federal Supreme Court

The most significant procedural consequence of the Commercial Court’s status is that it decides as the single cantonal instance. There is no cantonal appeal against its judgments. The only remedy is the appeal in civil matters to the Federal Supreme Court in Lausanne.⁹ For pecuniary disputes the appeal requires a value in dispute of at least CHF 30,000, unless federal law itself prescribes a single cantonal instance, as it does for the matters listed in Article 5 CPC. The Federal Supreme Court reviews the application of federal law freely but is bound by the facts found by the Commercial Court unless they are manifestly incorrect or based on a violation of law.¹⁰

For the parties this two-tier structure has obvious attractions. A dispute that starts before the Zurich Commercial Court can be finally decided within two instances, with the second instance limited to questions of law. Measured against the three instances available in most Swiss cantons and in many foreign systems, the saving in time and cost is considerable. The structure also makes the Commercial Court a court of first impression for questions of Swiss commercial law that the Federal Supreme Court may later settle, with the result that its reasoned decisions carry weight across Switzerland. For international users the arrangement bears a family resemblance to arbitration followed by a limited setting-aside review, which is one of the reasons why the argument for opening the Commercial Court to international cases proved persuasive.

Notes

1. Swiss Civil Procedure Code of 19 December 2008 (CPC), SR 272, Art. 6, English version in force on 1 January 2025, Fedlex, https://www.fedlex.admin.ch/filestore/fedlex.data.admin.ch/eli/cc/2010/262/20250101/en/html/fedlex-data-admin-ch-eli-cc-2010-262-20250101-en-html-1.html. English is not an official language of the Confederation, and the English text has no legal force. ↩
2. LAW.CH, “Handelsgerichte der Schweiz”, https://law.ch/lawinfo/handelsgericht-handelsgerichte/handelsgerichte-der-schweiz/. ↩
3. CPC, Art. 6 para. 2 (version of 1 January 2025), Fedlex, loc. cit. For the change to the definition, see Bär & Karrer, “News Regarding the Jurisdiction of Commercial Courts – Legal Insight Series on the Revision of the CPC Entering into Force on 1 January 2025: Part 2”, https://www.baerkarrer.ch/en/publications/news-regarding-the-jurisdiction-of-commercial-courts-legal-insight-series-on-the-revision-of-the-cpc-entering-into-force-on-1-january-2025-part-2, which describes the exclusion of employment disputes as a codification of case law and the exclusion of tenancy disputes as new. ↩
4. CPC, Art. 6 para. 3 (“Ist nur die beklagte Partei im schweizerischen Handelsregister … eingetragen, so hat die klagende Partei die Wahl”), quoted in LAW.CH, LAWNEWS, “Aberkennungsklage: Sachliche Zuständigkeit des Handelsgerichts?”, 2 June 2023, https://law.ch/lawnews/2024/01/aberkennungsklage-sachliche-zustaendigkeit-des-handelsgerichts/. ↩
5. CPC, Art. 6 para. 5 (version of 1 January 2025), Fedlex, loc. cit. ↩
6. CPC, Art. 5 para. 1, Fedlex, loc. cit. ↩
7. Obergericht des Kantons Zürich, “Handelsgericht – Zuständigkeit”, https://www.gerichte-zh.ch/de/organisation/handelsgericht/zustaendigkeit (summary of § 44 lit. a and b GOG). ↩
8. Obergericht des Kantons Zürich, “Handelsgericht – Zuständigkeit”, https://www.gerichte-zh.ch/de/organisation/handelsgericht/zustaendigkeit (summary of § 45 GOG). ↩
9. LAW.CH, “Handelsgericht – Rechtsmittel”, https://law.ch/lawinfo/handelsgericht-handelsgerichte/verfahrensfragen/rechtsmittel/ (“Gegen Entscheide des Handelsgerichts ist auf kantonaler Ebene kein Rechtsmittel gegeben”), with reference to Arts. 74–97 of the Federal Supreme Court Act (BGG). ↩
10. LAW.CH, “Handelsgericht – Rechtsmittel”, loc. cit., referring to Art. 74 paras. 1 lit. b and 2 lit. b, Arts. 95–97 BGG. The Federal Supreme Court has held that the exemption from the value threshold does not extend to commercial disputes assigned to the commercial courts under Art. 6 CPC, because the single instance there rests on cantonal choice: BGE 139 III 67, not opened during research. ↩

For general information only. This article does not constitute legal or tax advice, does not replace advice on an individual case and creates no lawyer-client relationship. It reflects the legal position as of September 2025.