By Startups.ch, January 18, 2016

Legal responsibilities of the Managing Director in a GmbH

The legal responsibilities of the Managing Director of a GmbH are irrevocable and non-transferable. The articles of incorporation of the GmbH may deviate to some extent from this principle. It is important to mention that the responsibility of a Managing Director is attributed to all directors (“Organ Capacity”) if not otherwise stated in the articles of incorporation.

Legal responsibilities (Art. 810 Para 2 OR):

• Overall management of the company
• Defining organisation
• Organisation of financial reporting
• Oversight of people entrusted with part of management of the company
• Production of the business report (contains the annual accounts and the annual report)
• Preparation and running of the shareholders’ meeting
• Carrying out the decisions of the shareholders’ meeting
• Notifying the court in the event of excessive debt

The Chair of the management board or the individual Managing Director also has the following legal responsibilities (cf. Art. 810 Para 3 OR):

• Calling and managing the shareholders’ meeting
• Providing information to other shareholders
• Carrying out changes at the commercial register office

These responsibilities are assigned to management by law and are irrevocable and non-transferable (Art, 810 Para 2 OR): This means that these decisions may not be delegated down (e.g to an employee) or up (to the shareholders’ meeting). The articles of incorporation may deviate to a limited extent from this principle, by stating that certain decisions of the Managing Director should be brought before the shareholders’ meeting for approval. The articles of incorporation may also state that only individual questions must be brought before the shareholders’ meeting.

You will find further information about the responsibilities of a Managing Director in our blogs.

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