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

Company Law (en cours)

The cessation of a director's duties may occur following the expiration of their term, a resignation, or a dismissal.
The administrator is free to resign from their duties whenever they wish, provided they do not act with the sole intent of harming the company. No text limits the ability granted to an administrator to terminate their duties at any time by resignation, even if it is motivated by th …

End of term

The cessation of a director's duties may occur following the expiration of their term, a resignation, or a dismissal.

The administrator is free to resign from their duties whenever they wish, provided they do not act with the sole intent of harming the company. No text limits the ability granted to an administrator to terminate their duties at any time by resignation, even if it is motivated by their desire to escape liability as a manager . The resignation must be clear and unambiguous: it cannot be inferred from the actual cessation of the exercise of their duties .

The removal of a director may, pursuant to Article L. 225-18 of the Commercial Code, occur ad nutum, that is, at any time, by decision of the ordinary general meeting . Any provision in the shareholders' agreement that aims to or results in undermining the free removability of a director of a public limited company is unlawful . This applies to a provision in a shareholders' agreement, invoked by a director, stating that the removal from office must be previously authorized by the board of directors, as it limits the right of the general meeting of shareholders to remove a director at any time . However, the fact that a public limited company employs the CEO of one of its subsidiaries as an employee to perform management functions within other subsidiaries does not contravene the principle of free removal from his corporate office, provided that the employment contract was concluded before the individual was appointed as general manager of the subsidiaries and he was then exercising his mandate in a different company from the one that had concluded the employment contract .

The principle of free dismissal of the director does not prevent him from invoking the potential non-compliance with the rights of defense or the abusive circumstances of his dismissal . This is the case when he was not aware of the reasons for this decision before the general meeting proceeded to vote . Conversely, the director, who was duly summoned and refrained from attending both the board meeting preceding the general meeting during which his dismissal was decided and the latter, excluded himself from the debates and therefore cannot complain of a violation of the adversarial principle . The dismissal of a director is not considered abusive as long as he was fairly given the opportunity to explain himself before the decision was made regarding the serious misconduct he was accused of . Even if the abusive nature of the director's dismissal is established, he cannot request reinstatement but only compensation for his damage . Finally, the director contesting his dismissal must be careful not to be subject to an action for abusive procedure initiated by the company .

Cass. soc., 6 May 1982, LawLex202200007600JBJ.

Cass. com., 13 March 1979, LawLex202300007942JBJ.

Cass. com., 1 July 2008, LawLex202200003617JBJ.

See a contrario, Cass. com., 10 July 2012, LawLex202200006568JBJ, considering that a director who challenges the termination of their mandate in court cannot be sanctioned for abusive proceedings solely because the conflicts that motivated their dismissal and legal action have a pronounced familial nature.

Cass. com., 13 December 2005, LawLex202200006566JBJ, emphasizing that the annulment of a board of directors meeting results in the annulment of the meeting it convened and the resolution that decided on the revocation of a director's mandate.

Cass. com., 26 April 2017, LawLex202200005854JBJ.

Cass. com., 14 May 2013, LawLex202200005855JBJ.

Cass. soc., 20 March 1996, LawLex202200004762JBJ.

Cass. soc., 20 November 1962, LawLex202200006570JBJ.

Cass. com., 10 July 2012, LawLex202200006568JBJ.

Cass. com., 11 March 2014, LawLex202300001087JBJ.

Company Law (en cours)

501. End of term

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Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

501. End of term

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Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

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