The office of the manager of a private limited company is headed by an individual who may either be a shareholder or a non-shareholder. The manager is appointed in the articles of association or, during the life of the company, by the majority of shareholders holding more than one-half of the registered capital. The manager may receive remuneration for the exercise of his functions, in accordance with the articles of association or any subsequent shareholders’ decision.
Appointment, Term of office and Revocation: A manager is appointed for four years unless the articles of association provide otherwise, and his term of office is renewable. His tenure may be revoked by a decision of shareholders holding more than one-half of the company’s shares. If there are no legitimate reasons for the revocation, damages may be payable.
Powers: In so far as relations with shareholders are concerned, managers may perform any acts of management in the interests of the company unless the articles of association restrict their powers. If there are several managers, an objection by one manager to the acts of another manager cannot be relied upon as against third parties, unless such third parties were aware of the objection.
Vis a vis third parties the company is bound by all acts of the manager, including those which are outside the company is bound by all acts of the manager, including those which are outside the company’s purpose, unless it can be shown either that a third party claiming the benefit of such an act either knew that the act did not fall within the company’s purpose or could not have been unaware of this in the circumstances. Publication of the articles of association is insufficient proof of knowledge for this purpose.