Facts
The case concerns the liability and the claim for remuneration of the managing director of a limited liability company (GmbH) for the period after his dismissal, when the dismissal was not registered in the commercial register.
[F.] was appointed as the managing director of N. GmbH with joint signing authority in 1967. On September 26, 1977, the company terminated the managing director's contract with [F.] effective December 31, 1977. Although [F.] was no longer acting as the managing director, he remained registered in the commercial register. [F.] then demanded a total of CHF 8,000 in managing director's remuneration from the company for the years 1978 to 1981. The claim was dismissed by the cantonal court and the appellate court.
Considerations
The Federal Supreme Court held that the dismissal of a managing director who is not a shareholder can be done at any time by a company resolution, analogous to the rules of corporate law. The effectiveness of the dismissal does not depend on whether it was registered in the commercial register.
The managing director's liability towards third parties after his dismissal requires that he actually had the opportunity to cause or…