Determination of the bodies in a LLC

The bodies of a LLC are prescribed by law. These are the shareholders' meeting, the management body and the auditors.

Swiss law provides for three bodies of a LLC. This is similar to the regulation of stock corporation law, which also stipulates three independent bodies for the PLC. The law governing limited liability companies also recognizes the principle of parity. However, the shareholders' meeting carries more weight than the general meeting of the PLC. The shareholders' meeting is the supreme body of the company, as can be seen from Art. 804 of the Swiss Code of Obligations. The non-transferable powers of the shareholders' meeting are also set out in Art. 804 of the Code of Obligations. In contrast to the PLC, however, the shareholders' meeting of the GmbH may be able to exert a direct influence on the company's business. Voting rights at the meeting are based on the number of ordinary shares.
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Another body is the management body. This has tasks comparable to those of the board of directors of a public limited company. As the principle of self-management applies to the Sagl, the individual shareholders are entitled and also obliged to manage the company. However, it is also possible for the shareholders' meeting to elect a managing director who is not a shareholder of the Sagl.
Art. 818 CO stipulates that the same regulations apply to the auditors as to the limited company. In addition, a shareholder may request an ordinary audit of the annual financial statements if he is subject to an obligation to make additional contributions. The regulations regarding the auditors are set out in Art. 727 CO. The requirements for ordinary and limited audits are set out here. The waiver of the limited audit is also listed.