Management (Switzerland)

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The nature of the management of Swiss corporations depends on their legal form .

GmbH

The management and representation of a GmbH is usually carried out by a self-organization. The shareholders manage the company together. exceptions are

  • Deviating provision of the articles of association
  • Perception of the management by a single or a few (but not all) shareholders
  • Management by a third party who is not a partner; Third party organization.

Corporation

The management and representation of a stock corporation can be performed by the board of directors (VR) or by third parties (delegation).

  • Management by the entire BoD: If the management is not delegated, this is the responsibility of the entire BoD.
  • With delegation: The BoD can delegate the management based on a corresponding provision in the Articles of Association.

literature

  • Irene Busch: The transfer of management to the delegate of the board of directors, in: News on corporate and commercial law. Festschrift Forstmoser, Zurich 1993, p. 69 ff.

Individual evidence

  1. ↑ Code of Obligations (OR) 809 para. 1 sentence 1
  2. ↑ Code of Obligations (OR) 809 para. 1 sentence 2
  3. ↑ Code of Obligations (OR) 716b para. 3
  4. ↑ Code of Obligations (OR) 716b para. 1
  5. ↑ Judgments of the Federal Supreme Court that are intended for official publication (BGE) 4A_350 / 2011 of October 13, 2011 (BGE 137 III 503)