Normative status of the business manager

Normative status of the business manager

According to the specific terminology introduced by the Commercial Law, the head of a fully self-governing business and legal entity, as well as of its branch, is called a “commercial manager” or a “procurator”.

A procurator is a natural person. charged and authorized by the trader to manage the economic – legal organizational unit with remuneration. The authorization may be given to more than one person to exercise separately or jointly. The authorization must be with the notarized signatures of the trader and should be requested by him for entry in the commercial register of the district court in which the trader is registered. Along with the authorization, a sample of the procurator’s signature shall be entered into the register.

The relationship between the trader and the procurator is regulated by a contract, although some clauses are mandatory in each case, as they arise from the Commercial Code. The authorization of the procurator shall be terminated with his withdrawal from the trader and with the entry of the withdrawal in the commercial register. In addition to the general provisions on the normative status of the manager, the law also includes some differentiated ones, depending on the type of the trader and the type of the company.

In the case of the Sole Trader, a natural person, his manager, regardless of whether he is the sole owner or another natural person in charge of managing the sole proprietorship, is characterized by a large concentration of rights, as he is the only governing body regulated by law. More Management tips here…

For a Sole Trader – a public enterprise, the Law provides for 2 types of an economic – legal form of existence and functioning: Sole Limited Liability Company and Sole Joint Stock Company. In the case of a Sole Limited Liability Company, the sole owner of the capital manages and represents the company personally or by a manager appointed by him. If the owner is a legal entity, its manager or a person appointed by him manages the company. its status is significantly more limited. The reasons for this are:

1) the presence of a group management body in the person of the general meeting of shareholders and 2) the mandatory election of a whole board of directors, whose number may not be greater than 9 but not less than 3 people. its members have one chairman and one vice-chairman. These 2 persons appear as a kind of management body, which also stands above the member of the board of directors to whom the latter has assigned the management of the company and is called an executive member of the board of directors. Reference: “”
Head, ie. A commercial manager of a general partnership may be any of the partners unless, at the time of signing the partnership agreement between them, the management is not assigned to one or more partners or another person who is not the owner of capital. In the latter case, the consent of all partners is required. Above the manager is a group governing body, the meeting of partners.
The head of a limited partnership can be a person only from the circle of so-called “Unlimited partners”. The limited partner has no right to lead and cannot suspend the decisions of the general partners.

In a typical Limited Liability Company, a commercial manager can be both a partner and a non-partner. But this is always decided by a group body, such as the general meeting of partners. And then, when the procurator is not a partner, he takes part in the meetings of the general meeting, but only with an advisory vote. Reference: Customer Service for Managers edition

In the case of “ordinary” joint-stock companies, 2 types of management are possible: one-tier and two-tier. In both cases, one of the governing bodies is the general meeting of shareholders. But in the first, as the second operational management body, there is only a board of directors, while in the second – a management and supervisory board.
The limited partnership with shares has a group manager – a board of directors. In it, the general meeting, in which only limited partners have the right to vote (unlimited shareholders, even when holding shares, participate in meetings only by advisory vote), elects only unlimited shareholders as members of the board of directors.

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