The Legal Framework of a Governance Manual
Whether a governance manual remains a paper document or becomes a working system, its foundation lies in the law on entrepreneurs. Under Article 35, the organs of an enterprise are the general meeting, the managing organ and — where provided by law or charter — the supervisory board; organs and their members act only within the competence defined by law or charter. A manual describes precisely the allocation of these competences.
Every company must have a managing organ to ensure leadership. The charter determines its form: sole management by one person, joint or several management by several leading persons, or joint management by all; absent a charter provision, all leading persons exercise management jointly.
The law also refines the forms: in a solidarity company the right to manage belongs to every partner; in a kommandit company — to the personally liable partners (complementars), unless the partners appoint another person; in a limited-liability company, a joint-stock company and a cooperative — to the leading person or persons. A manual reflects this choice and aligns the internal rules with it.