Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Eight:655 The Limited Liability Company
Section Three: Organisation of the Company
A. Members' general meeting
I. Responsibilities

Art. 804

1 The supreme governing body of the company is the members’ general meeting.

2 The members’ general meeting has the following inalienable powers:

1.

to amend the articles of association;

2.

 to appoint and the remove the managing directors;

 3.[681](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e31879) 

 to appoint and remove the members of the external auditor;

 4.[682](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e31905) 

 to approve the management report and the consolidated accounts;

5.

 to approve the annual accounts and the resolution on the allocation of the balance sheet profit, and in particular to set the dividend and the shares of profits paid to managing directors;

 5bis.[683](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e31930) 

 to pass resolutions on repaying capital reserves;

6.

 to determine the fees paid to managing directors;

7.

to discharge the managing directors;

8.

 to consent to the assignment of capital contributions or to recognise company members as having the right to vote;

9.

 to consent to the creation of a charge over capital contributions where the articles of association so provide;

10.

 to pass resolutions on the exercise under the articles of association of rights of first option, pre-emption or purchase;

11.

 to authorise the managing director to acquire the company's own capital contributions for the company or to approve such an acquisition;

12.

 to issue detailed regulations on obligations to make additional material contributions where the articles of association make reference to such regulations;

13.

 to consent to the activities of the managing directors or company members that are contrary to the duty of loyalty or the prohibition of competition, where the articles of association waive the requirement of the consent of all company members;

14.

 to decide on whether an application should be made to the court to exclude a company member for good cause;

15.

 to exclude a company member on grounds provided for in the articles of association;

16.

to dissolve the company;

17.

 to approve transactions carried out by the managing directors that require the consent of the members’ general meeting under the articles of association;

18.

 to decide on matters that are reserved to the members’ general meeting by law or by the articles of association or which are placed before it by the managing directors.

3 The members’ general meeting appoints the managers, the authorised signatories and authorised officers. The articles of association may also grant these powers to the managing directors.

[681](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e31879) Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 ([AS **2020** 4005](eli/oc/2020/746/en); [**2022** 109](eli/oc/2022/109/en);[BBl **2017** 399](eli/fga/2017/112/en)).

[682](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e31905) Amended by No I 3 of the FA of 23 Dec. 2011 (Financial Reporting Law), in force since 1 Jan. 2013 ([AS **2012** 6679](eli/oc/2012/810/en);[BBl **2008** 1589](eli/fga/2008/416/en)).

[683](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e31930) Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 ([AS **2020** 4005](eli/oc/2020/746/en); [**2022** 109](eli/oc/2022/109/en);[BBl **2017** 399](eli/fga/2017/112/en)).