A manager or a member of the board of directors ensures the organization and administration of the company and is responsible for all matters which are not the responsibility of the general meeting. In accordance with art. 810 para. 2 CO, this includes in particular the following obligations :
- exercise the senior management of the company and establish the necessary instructions;
- decide on the organization of the company within the framework of the law and the articles of association;
- set the accounting principles and financial control as well as the financial plan, insofar as this is necessary for the management of the company;
- exercise supervision over people responsible for parts of the management to ensure, in particular, that they observe the law, the articles of association, the regulations and the given instructions;
- prepare the management report (annual financial statements, annual report and, where applicable, group accounts);
- prepare the shareholders’ meeting and execute its decisions;
- inform the judge in the event of over-indebtedness.
In the event that there is only one manager, the latter must also perform the following functions in accordance with para. 3:
- convene and lead the assembly of associates/partners;
- make all communications to associates/partners;
- ensure that the necessary requisitions are filed with the office of the commercial register.
According to art. 716a CO, the Board of Directors must also appoint and dismiss the persons 5 responsible for the management and representation of the company.
