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

Company Law (en cours)

No text relating to the SNC refers to the potential civil liability of the manager(s). With respect to third parties, the manager binds the company by acts that fall within the corporate purpose. Only the company's liability is incurred when the manager commits a fault in the exercise of their duties, provided that the commitments in question were made in the name and on behalf of the company they …

Ordinary law liability

No text relating to the SNC refers to the potential civil liability of the manager(s). With respect to third parties, the manager binds the company by acts that fall within the corporate purpose. Only the company's liability is incurred when the manager commits a fault in the exercise of their duties, provided that the commitments in question were made in the name and on behalf of the company they represent . However, with respect to the partners, the manager may perform acts determined by the statutes, or, failing that, any management acts in the interest of the company and incurs liability either towards the company or towards the partners when they commit a fault in the performance of these acts.

The manager of an SNC commits a fault that obliges him to compensate the damage suffered by his co-partners when he decides to transfer his activity to another clinic, suddenly and secretly, without consulting them and disregarding their interests , when he takes a remuneration, even if not excessive, that has not been set by a decision of the partners , or when, before the opening of a hotel, he hires four employees to whom he grants a remuneration exceeding the threshold from which the statutes require authorization by an ordinary decision of the collective of partners . Conversely, a manager of an SNC cannot be blamed for not having registered the trademark at the time of the company's formation, as this sign had already been registered two years earlier by another company . Similarly, the absence of a VAT declaration for intra-community acquisitions does not constitute a management fault of the manager of an SNC, when the financial expenses of which the company complains do not result from the delay in tax reimbursement, but from the overall cash flow situation, for which he cannot be held responsible .

With regard to corporate managers, their directors incur the same civil and criminal liabilities as if they were managers in their own name, without prejudice to the joint liability of the legal entity they manage . The statute of limitations for the liability of managers of an SNC is five years from the day the right holder knew or should have known the facts allowing them to exercise it . However, the liability of an SNC manager can only be sought for acts committed during their management period .

See for an illustration Cass. com., 3 April 2007, LawLex202200007376JBJ.

Cass. com., 3 April 1979, LawLex202200007378JBJ.

CA Rennes, 28 June 2022, LawLex202200008754JBJ.

CA Paris, 10 April 2014, LawLex202200011178JBJ.

CA Paris, 10 April 2014, previously cited.

See for an application, CA Rennes, 28 June 2022, LawLex202200008754JBJ.

CA Paris, 17 January 2008, LawLex202200011111JBJ.

Company Law (en cours)

401. Ordinary law liability

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Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

401. Ordinary law liability

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Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

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au contenu exclusif Livv – juristes d’entreprise