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

Company Law (en cours)

The articles of association determine the powers of the manager in relations between partners . They may specify the actions the manager can undertake alone and those requiring the partners' consent, in accordance with the provisions of Article L. 221-6 of the Commercial Code. Consequently, a manager of an SNC can contract a loan, provided that the company's articles of association grant them full …

Performance of management acts in the interest of the company.

Martin, The powers of managers of partnerships, RTD com. 1973, 185.

The articles of association determine the powers of the manager in relations between partners . They may specify the actions the manager can undertake alone and those requiring the partners' consent, in accordance with the provisions of Article L. 221-6 of the Commercial Code. Consequently, a manager of an SNC can contract a loan, provided that the company's articles of association grant them full powers to act on behalf of the company for the purpose of achieving the corporate purpose . Furthermore, the power of representation enjoyed by the manager of an SNC originates from the law, so the specific provisions of the Civil Code governing mandates do not apply in the relations between the company and its manager .

In the absence of determination of his powers by the statutes, the manager may perform all acts of management in the interest of the company . Although the legislator does not define the notion of corporate interest, it specifies that every company must be managed in its corporate interest, taking into account the social and environmental issues of its activity . In fact, a manager of an SNC does not exceed his functions when, empowered by the statutes with the necessary powers to achieve the corporate purpose, he resorts to a lawyer specialized in tax law, in accordance with the corporate interest . Similarly, the manager of an SNC who settles the debt of a third party does not act outside his powers, as long as such payment is necessary to ensure the implementation of a decisive project for the company and that, in accordance with the statutes, he has all powers to settle the amounts owed by the company for any reason whatsoever . In the case of multiple managers, they separately hold the power to perform all acts of management in the interest of the company, except for the right of each to oppose any operation before it is concluded .

Furthermore, decisions that exceed the powers granted to managers must be made unanimously by the partners . This applies to the transfer of the business assets, which results in the disappearance of the corporate purpose of the SNC , the appointment of an attorney-in-fact , or the assignment of a claim, which is neither in line with its corporate purpose nor constitutes an act of ordinary management . Conversely, the collective body of partners does not have the power to entrust a third party with the task of representing or having the company represented in court, as such a prerogative is reserved for managers . Nor can it request the court to substitute the manager in making a decision to distribute an advance on dividends, especially after the assembly has decided otherwise, as this is a prerogative of the manager . Finally, a manager of an SNC can sue co-partners, including a co-manager, for the execution of a contribution commitment, as this is an act of administration of the company's assets .

Cass., 2e ch. civ., 21 December 2000, LawLex202200010580JBJ.

CA Aix-en-Provence, 21 June 2012, LawLex202200010546JBJ.

Paris, 30 April 2014, LawLex202200011098JBJ.

Cass. com., 22 October 2013, LawLex202200007339JBJ.

CA Toulouse, 7 February 2002, LawLex202200010056JBJ.

CA Toulouse, 15 March 1993, LawLex202200009982JBJ.

Cass. com., 18 September 2019, LawLex202200007575JBJ.

Paris, 20 March 2014, LawLex202200010765JBJ, approved by Cass. 2e civ., 21 May 2015, LawLex202200007504JBJ.

CA Douai, 17 March 2008, LawLex202200010924JBJ.

CA Paris, 10 November 2000, LawLex202200008368JBJ.

Company Law (en cours)

387. Performance of management acts in the interest of the company.(1)

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