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

Company Law (en cours)

The rules of the general partnership apply to the management of the limited partnership. The conditions for the appointment, remuneration, or liability of the manager are the same. No text requires that the sole general partner and manager of the SCS be the majority holder of the capital . Their appointment must be subject to publicity and filing formalities at the registry .

In relations between partners, and in the absence of a determination of his powers by the statutes, the manager may perform all acts of management in the interest of the company . In relations with third parties, the manager binds the company by acts falling within the corporate purpose . In a limited partnership, only the manager can, pursuant to the combined provisions of Articles L. 222-2 and L. 221-5 of the Commercial Code, initiate legal action . Similarly, only he represents the company. Therefore, the eviction report accompanied by a summons to appear served on an SCS at a time when it was without a legal representative, the manager's mandate having been revoked, is void .

Regarding the cumulation of management functions with an employment contract, case law does not seem inherently opposed to it but scrupulously verifies the existence of a subordination relationship. However, it denies the existence of such a relationship for the manager of an SCS who has been entrusted with the most extensive powers to represent the company and who alone holds the company signature . Furthermore, the employment contract of a manager is void when it has been established by a legal entity that neither had the competence nor the authority to hire him, especially when it was concluded during the suspect period and grants him disproportionate benefits .

Finally, the cessation of the manager's duties may result from the expiration of his term, his resignation , which he cannot retract if his letter expressed a clear and unequivocal intention , his dismissal, which may be requested in court for legitimate cause , or his death.

CA Amiens, 15 December 2016, LawLex202200010255JBJ.

Cass. com., 8 February 2005, LawLex202200007599JBJ, in this case, the manager refused, contrary to the company's interests, to execute court decisions rendered against the SCS.

CE, 12 April 2012, LawLex202300009026JBJ.

Cass. 2e civ., 24 May 2006, LawLex202300009024JBJ.

CA Paris, 8 March 2007, LawLex202300009112JBJ.

Amiens, 15 December 2016, LawLex202200010255JBJ, holding that the resignation of a general partner does not have a fictitious character solely because they continued to represent the company within a professional union or various institutions.

CA Nîmes, 14 November 2019, LawLex202300009111JBJ.

430. Management terms