Limited Company Manager

A limited company manager manages and represents a limited liability company. It is the limited company’s equivalent of a joint stock company’s board of directors.

Appointment

Management and representation may be entrusted by the articles to one or more shareholders, all shareholders or third parties. However, at least one shareholder must have the authority to manage and represent the company (TCC Art. 623). If the articles are silent, all shareholders together are managers. Managers are elected by the general assembly and registered with the trade registry. If there are several managers, the general assembly appoints one as chair and they form a board of managers.

Duties and Powers

Managers may decide on all matters not reserved to the general assembly and represent the company. Duties such as top-level management, determining the management organisation, establishing accounting and financial control and notifying the court in case of over-indebtedness cannot be delegated. For the limits of representation, see Power of Representation.

Non-compete and Duty of Care

Managers and third parties entrusted with management are subject to duties of care and loyalty. Unless the articles provide otherwise or all other shareholders consent in writing, they may not carry out transactions competing with the company (TCC Art. 626).

Removal and Liability

The general assembly may remove a manager at any time. Any shareholder may ask the court to revoke or restrict a manager’s authority where there are justified reasons. The rules on the liability of joint stock company board members apply to managers; see Directors’ Liability. Managers may also be liable for the company’s unpaid public debts; see Shareholder Liability for Public Debts.