---
title: "Governance Manuals"
url: "https://legal.ge/en/service/corporate-and-commercial-law-en/governance-manuals-en"
field: "Corporate & Commercial Law"
description: "Governance manuals: organs, the duty of care and conflicts — Entrepreneurs Law arts 35, 41, 46, 50, 52, 54 and 208. Legal.ge."
reviewed: "2026-07-09"
updated: "2026-10-15"
publisher: "legal.ge"
---

# Governance Manuals

> Source: legal.ge, https://legal.ge/en/service/corporate-and-commercial-law-en/governance-manuals-en

## 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.

The full text is available on legal.ge after signing in: https://legal.ge/en/service/corporate-and-commercial-law-en/governance-manuals-en

### Which organs exist?

The general meeting, the managing organ and, where provided, the supervisory board.

### Which transaction needs the meeting?

One exceeding 50 percent of the balance-sheet value of assets.

### How long does the opportunity prohibition last?

No more than 3 years after dismissal.

### Who approves an interested transaction?

The supervisory board or, absent one, the general meeting.