Rights of a Company Member in a Limited Liability Company (LLC/GmbH)
In a Limited Liability Company (LLC or GmbH), members enjoy both financial and non-financial rights. These rights are outlined under the Swiss Code of Obligations and can be categorized as follows.
1. Financial Rights
- Dividend Entitlement: According to Art. 798 Para. 3 OR, dividends are distributed in accordance with the nominal value of the capital share, similar to Art. 660 OR, where profits must be distributed among shareholders.
2. Non-Financial Rights
- Right to Participate in Management: All members have the right to participate in the company’s management (Art. 809 OR). However, the company statutes can outline specific deviations.
- Protection Rights: Members can convene a general meeting, challenge decisions, and bring matters to court if necessary.
- Information and Inspection Rights: Under Art. 802 OR, each member has the right to request information and inspect the company’s affairs.
Comparison with Public Limited Companies
LLCs offer broader participation rights to members compared to public limited companies, emphasizing member involvement in management and company decisions.
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