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

Company Law (en cours)

In accordance with Article L. 227-5 of the Commercial Code, under which the articles of association set the conditions under which the company is managed, the partners of an SAS may authorize the conclusion of management agreements, whereby the company entrusts its general management to a third-party company for remuneration (management fees). The services provided by the agreement may consist of  …

Frais de gestion

In accordance with Article L. 227-5 of the Commercial Code, under which the articles of association set the conditions under which the company is managed, the partners of an SAS may authorize the conclusion of management agreements, whereby the company entrusts its general management to a third-party company for remuneration (management fees). The services provided by the agreement may consist of administrative and commercial assistance , legal, accounting, financial services, or even advice on tax or human resources matters...

Very common in corporate groups, these service agreements offer numerous advantages, including financial, social, fiscal, and organizational benefits. The statutes must determine the conditions for appointment, revocation, and the methods for setting the service provider's compensation.

Although they are valid , the judge pays particular attention to their drafting since the service provider must not be entrusted with tasks already assigned to another body of the company. Indeed, while the presidency or general management of the SAS can be exercised by a person made available to the company under an administrative, commercial, and management service agreement concluded with a third-party company, this person cannot be the president or general manager already in office of the SAS . In such a case, the management agreement concluded between the two companies would duplicate the tasks assigned to the president or general manager of the SAS, thus resulting in its invalidity for lack of cause . Conversely, in the absence of confusion between the unpaid tasks performed by an SAS executive under their corporate mandate and those, remunerated, entrusted to a company they manage under a service contract, the latter contract cannot be annulled for lack of consideration .

See for an illustration, CA Versailles, 21 May 2019, LawLex202300008807JBJ.

Cass. com., 24 November 2015, LawLex201500001620JBJ, LD January 2016, 3, obs. MOULY-GUILLEMAUD

CA Versailles, 21 May 2019, LawLex202300008807JBJ.

Cass. com., 23 October 2012, LawLex202200009792JBJ, holding that lacking cause, a service agreement must be annulled, insofar as it constitutes a delegation to a company, of which the CEO of the SAS is the manager, of part of the decision-making, strategy, and representation functions that personally fall to him and redundantly overlaps, for a fee to the company, with his corporate functions.

Cass. com., 12 December 2018, LawLex202200009794JBJ.

Company Law (en cours)

597. Frais de gestion

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Les notions juridiques connexes

597. Frais de gestion

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Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

Demandez un accès gratuit
au contenu exclusif Livv – juristes d’entreprise