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

Company Law (en cours)

Since, pursuant to Article 1871, para. 2, of the Civil Code, the partners freely agree on the operation and conditions of the partnership, they may choose a manager from among themselves or from outside. If no manager is appointed, all participants are deemed to be managers. The articles of association or the collective of partners have full latitude to define the powers, remuneration , or conditions for the termination of the manager's duties.

In the absence of a contractual restriction, the lead bank in a banking syndicate is free to pursue any legal action against defaulting debtors without having to notify its co-lender . However, it cannot, on its own initiative and without a general mandate to act on behalf of the other banks, sign an agreement for a partial waiver of the syndicate's claim . While the manager may, when authorized by resolutions passed in general meetings, take legal action against a partner who does not respond to capital calls , they lack the right to implement the ten-year warranty action attached to each partner's property rights over the lots of the building used for operations, unless they have a mandate from each partner to act on their behalf .

Finally, since the company does not have any legal personality, any fault committed by the manager constitutes a personal fault likely to engage his liability towards third parties, whether or not it is separable from the exercise of the mandate that may have been given to him by the other partners . Under the same conditions, the manager, in his capacity as an agent of the partners, assumes responsibility for the faults committed towards them in his management .

Cass. com., 9 January 2019, LawLex202300010016JBJ, emphasizing that a partner in a joint venture can no longer contest the remuneration and benefits received by its manager once they have been approved at a general meeting.

Cass. com., 24 October 2000, LawLex202300014906JBJ

Cass. com., 27 March 2001, LawLex202300014907JBJ; CA Paris, 30 November 2001, LawLex202300014925JBJ.

Cass. com., 9 July 2002, LawLex202300010017JBJ.

Cass. 3e civ., 11 January 2011, LawLex202400000025JBJ. - See similarly, in the absence of a mandate, CA Versailles, 22 September 2010, LawLex202400000009JBJ.

Cass. com., 4 February 2014, LawLex202300010027JBJ.

Cass. com., 6 May 2008, LawLex202300010026JBJ. - See already, regarding the offense of breach of trust committed against associates, Cass. crim., 26 June 1973, LawLex202400000026JBJ.

Management terms

GAUVIN, The manager of the joint venture company, Gaz. Pal. 5 July 1998, 2.

632. Management terms