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

Company Law (en cours)

The SCA is managed by one or more managers, who may be natural or legal persons, and whose appointment must occur at the company's formation since the initial managers must be designated by the statutes . They are responsible for carrying out the formation formalities under the same conditions as the founders of joint stock companies . Managers may also be appointed during the company's existence  …

Designation conditions

The SCA is managed by one or more managers, who may be natural or legal persons, and whose appointment must occur at the company's formation since the initial managers must be designated by the statutes . They are responsible for carrying out the formation formalities under the same conditions as the founders of joint stock companies . Managers may also be appointed during the company's existence by the ordinary general meeting, but only with the consent of all the general partners , unless the statutes provide for different conditions . When a legal person is a manager of an SCA, its directors remain subject to the same conditions and obligations and incur the same civil and criminal liabilities as if they were performing this function in their own name, without prejudice to the joint liability of the legal person they manage .

Whether statutory or non-statutory, their appointment must be subject to publicity formalities . However, the names of the first managers mentioned in the articles of association may be omitted in the updated articles filed as an annex to the commercial and companies register, unless otherwise provided by the articles, without needing to replace them with the names of the persons who succeeded them in these functions . Pursuant to Article L. 210-9 of the Commercial Code, neither the company nor third parties can, to evade their commitments, invoke an irregularity in the appointment of the persons responsible for managing the company when this appointment has been duly published. The company also cannot invoke, with respect to third parties, the appointments and cessations of function of the managers until they have been duly published.

In accordance with Article L. 226-3 of the Commercial Code, the statutes of an SCA must provide an age limit for the exercise of managerial functions, which, in the absence of an express provision, is set at sixty-five years. Any appointment made in violation of this rule is void, and the manager who reaches the age limit is deemed to have resigned automatically .

Only general partners or a third party to the company can be managers of an SCA since limited partners cannot perform any external management acts, even under a power of attorney . In case of violation of this prohibition, the limited partner involved is jointly liable with the general partners for the debts and commitments of the company resulting from the prohibited acts. Depending on the number or significance of these acts, they may be declared jointly liable for all the company's commitments or for only some of them . However, according to some, a partner who combines the status of both general and limited partner could be a manager of the SCA .

Since the general partners must all have the status of merchant , the managing general partners must demonstrate commercial capacity, meaning they are not subject to restrictions on engaging in commerce aimed at protecting those lacking capacity and avoiding conflicts of interest in certain professions. This condition does not apply to managers who are third parties to the company.

Commercial Code, Art. L. 225-2 to L. 225-16.

See CCRCS, opinion 2014-013 of 12 June 2014, https://www.cngtc.fr/pdf/avis-ccrcs/716-2014-013_SAS_Qualits_de_commandit_commanditaire_et_grant.pdf

Commercial Code, Art. L. 221-3, para. 2, by reference to L. 226-1, para. 2.

Commercial Code, Art. R. 123-54, 2°, a, as referred by Art. R. 123-66.

Commercial Code, Art. R. 210-10, para. 1.

See for an illustration, CA Angers, 18 June 2013, LawLex202200007007JBJ.

Commercial Code, Art. L. 222-6 by reference to Art. L. 226-1, para. 2 Commercial Code

Company Law (en cours)

538. Designation conditions

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538. Designation conditions

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Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

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