All of French Company Law: ordinary law of companies and specific regime for different types of companies

Company Law (en cours)

In the SNC, all partners are managers, unless otherwise stipulated in the articles of association, which may designate one or more managers, whether partners or not, or provide for their designation by a subsequent act . A legal entity can be a manager of an SNC. In this case, its directors remain subject to the same conditions and obligations and incur the same civil and criminal liabilities as i …

Principle

RICHARD, The legal entity managing a partnership, JCP N 1987, 316.

In the SNC, all partners are managers, unless otherwise stipulated in the articles of association, which may designate one or more managers, whether partners or not, or provide for their designation by a subsequent act . A legal entity can be a manager of an SNC. In this case, its directors remain subject to the same conditions and obligations and incur the same civil and criminal liabilities as if they were performing this function in their own name, without prejudice to the joint and several liability of the legal entity they manage . Furthermore, no law prohibits the same person from being a manager of an SNC and another company .

The managers of an SNC can be statutory or non-statutory and must be appointed unanimously by the partners, unless the articles of association provide for a majority they establish . However, a provisional administrator must be appointed when it does not seem feasible to achieve, within a reasonable time, the unanimity required by the articles of association of the SNC to appoint a new manager due to lasting disagreements among the partners .

Whether statutory or not, the appointment of the manager must be subject to publicity formalities . However, the names of the initial managers mentioned in the articles of association may be omitted in the updated articles filed as an annex to the commercial and companies register, unless otherwise provided by the articles, without needing to replace them with the names of their successors in these functions . Furthermore, pursuant to Article L. 210-9 of the Commercial Code, neither the company nor third parties can, to evade their commitments, invoke an irregularity in the appointment of the persons responsible for management, when this appointment has been duly published. The company also cannot invoke, with respect to third parties, the appointments and terminations of managers until they have been duly published.

Cass. req., 4 December 1854, LawLex202200008947JBJ.

Paris, 6 August 2019, LawLex202200007340JBJ.

Commercial Code, Art. R. 123-54, 2°, a, by reference to R. 123-66.

Commercial Code, Art. R. 210-10, para. 1.

Company Law (en cours)

386. Principle(1)

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Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

386. Principle(1)

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