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ORCO
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CH
Art. 809 Federal Act of 30 March 1911 on the Amendment of the Swiss Civil Code (CO)
CO; Division Three: Commercial Enterprises and the Cooperative ; Title Twenty-Eight: The Limited Liability Company; Section Three: Organisation of the Company; B. Management and representation; I. Designation the managing director and organisation
Art. 809 CO
The company members are jointly responsible for the management of the company. The articles of association may adopt alternative provisions on management.
Only natural persons may be appointed as managing directors. Where a legal entity or a commercial enterprise is a participant in the company, if applicable it shall appoint a natural person to exercise this function in its stead. The articles of association may require the consent of the members' general meeting for this.
Where a company has two or more managing directors, the members' general meeting must appoint a chair.
Where a company has two or more managing directors, they decide by a majority of the votes cast. The chair has the casting vote. The articles of association may adopt alternative provisions on decision making by the managing directors.
Court Decisions Applying This Provision (38)
HSU.2023.33 · ag (Art. 809 ff. OR)
Creditor Appointed Trustee Due to Managing Director's Incapacity
Determines the rights and duties of the appointed trustee, who steps into the role of the Geschäftsführer.
C/15012/2022 · ge (art. 809 al. 1 CO)
Commercial Register Refusal of Capital Increase Due to Manager Representation and Absence
Cited in the legal background regarding the management of the SARL.
NP210014 · zh (Art. 809 Abs. 1 OR)
Creditor Debt Assumption Claim Overturned Due to Insufficient Evidence of Contractual Assumption
Cited in the reasoning regarding the management responsibilities of GmbH organs.
38.2020.59 · ti (Art. 809-818 CO)
Sole Administrator Compensation Calculation Dispute Under Short-Time Work Law
Cited in the reasoning regarding the position of a managing partner in a GmbH, but not explicitly applied in the operative orders.
2020.12.17.sv.7 · bl (Art. 809 Abs. 1 OR)
Social Security Contribution Arrears Recalculation
Cited in relation to the principle of self-governance in a GmbH, where management and representation are carried out by all shareholders.
710.20.103.320 · bl (Art. 809 Abs. 1 OR)
Director Not Liable for Flawed Social Security Calculation
In the context of a GmbH, establishes the principle of self-management where all shareholders are responsible for management and representation.
S 2019 98 · gr (Art. 809 ff. OR)
Social Security Contribution Liability of Company Manager Post-Acquisition
Cited in the reasoning regarding the management and representation of an LLC.
HE200154 · zh (Art. 809 ff. OR)
Appointment of Administrator for Defunct Company
The appointed trustee is granted the powers of a sole authorized managing director.
608 2019 25 · fr (Art. 809 CO)
Manager Held Liable for Unpaid Social Security Contributions Despite Company Insolvency
Cited to confirm the appellant's status as a formal manager of the company during the relevant period, establishing liability.
A/3212/2018 · ge (art. 809 al. 1 CO)
Unemployment Benefits for Former Associate Managers Post-Dissolution
Cited in the reasoning regarding the management of a limited liability company by its partners.
ACH.80.16.257.2016 · vd (Art. 809 al. 1 CO)
Unemployment Benefits Denial Over Minority Shareholder Status Reversal
Cited in the initial legal basis preamble and discussed as context regarding the management structure of the limited liability company (Sàrl).
HE160073 · zh (Art. 809 Abs. 3 OR)
Zurich Commercial Court Appoints Chairperson to Resolve Corporate Deadlock
Cited in the reasoning as the legal basis for the organizational defect, but not explicitly cited in the dispositive orders for the main ruling (Art. 1 of the dispositive orders effectively enforces this provision by appointing a chairperson).
HE150106 · zh (Art. 809 Abs. 3 OR)
Zurich Court Orders Appointment of Management Board Chairman Due to Organizational Defect
The court determined the necessity of appointing a chairman for the management due to the lack of one, as required by this article.
AVS.39.13.48.2014 · vd (Art. 809 al. 1 CO)
Managing Partner Liability for Unpaid Social Security Contributions Post-Bankruptcy
Cited to establish the general management responsibilities of the partners in a limited liability company.
AVS.40.13.49.2014 · vd (Art. 809 al. 1 CO)
Managing Partner Liability for Unpaid Social Security Contributions
Cited in the reasoning regarding the management structure of the LLC, which informs the responsibility of the managing associate.