Obligations of the founders
If the founder only has a share in the authorized capital of the company and more in no way involved in its management, it will still have responsibilities. According to article 16 of the Federal law "About societies with limited liability", he along with other founders is obliged to pay the remaining part of the share capital during the year after registration, if prior registration was made only half.
Each founder, in addition, assumes the responsibilities associated with the establishment of the society before it was registered. Joint and several liability of all founders is required under article 11 of the law on obligations, for example, contracts for the manufacture or to the consultant.
The responsibility of founders if it is stipulated in the Charter of the company is managing its activities through the adoption of resolutions by General meetings of members. Therefore the settlor is responsible for this activity and, therefore, must realize and adequately evaluate all decisions in the voting. He is obliged to vote against the decisions that he believes are incorrect or to opt-in these cases, from voting at all. In addition, the obligation of the founders is non-disclosure of commercial and sensitive information related to the activities of the organization.
At all or someone one of the founders can also be assigned additional duties (article 9). This should be fixed in the company Charter.
The duties of the head of
Duties and powers of the Director or the Director formed by a residual principle, its competence includes the decision of those questions which the law on LLC and Charter do not carry the authority of other management bodies and the audit Commission of the company. Duties and powers should be listed in the section of the Charter or Position about the head of the society, these documents should also specify which transactions and decisions he can make and make alone, and which are only to approve or to make the consent of the founders.
But the Director has no right to issue orders, to be performed by the founders or those that infringe on their interests.
Usually the responsibility of the Director is to carry out the General coordination of administrative bureaucracy. It can also without a power of attorney to act on behalf of the company, to represent its interests, to issue orders and give instructions which are binding for all employees.