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

Company Law (en cours)

The civil liability regime for managers of an SCA is the same as that which applies to directors of joint stock companies.

In accordance with Article L. 225-251 of the Commercial Code, managers are individually or jointly liable, as the case may be, to the company or to third parties, either for violations of legislative or regulatory provisions applicable to joint stock companies, for breaches o …

Liability towards the company or third parties

The civil liability regime for managers of an SCA is the same as that which applies to directors of joint stock companies.

In accordance with Article L. 225-251 of the Commercial Code, managers are individually or jointly liable, as the case may be, to the company or to third parties, either for violations of legislative or regulatory provisions applicable to joint stock companies, for breaches of the statutes, or for faults committed in their management. However, the individual action of the limited partner who claims the depreciation of their shares resulting from the manager's wrongful acts is inadmissible, as long as they are not seeking compensation for a damage that is personal to them, but rather for a loss suffered by the company itself. .

In addition to the action for compensation for personal harm suffered, the partners may, either individually or collectively, bring the derivative action for liability against the managers , known as action ut singuli. In this case, the plaintiffs are authorized to seek compensation for the entire harm suffered by the company, to which, if applicable, damages are awarded . Exercising such an action requires the characterization of a management fault. Not falling under this classification is the conclusion, by the manager of an SCA, of an agreement delegating service provisions covering accounting maintenance, portfolio accounting management, financial management, and relations with shareholders and investors based on actual cost billing . Furthermore, the action must be brought by a partner. Consequently, a claim submitted in its own name by a management company of mutual funds, as limited partners, is inadmissible .

With regard to corporate managers, their directors incur the same civil and criminal liabilities as if they were managers in their own name, without prejudice to the joint liability of the legal entity they manage .

CA Pau, 18 December 2008, LawLex202200006985JBJ.

Cass. com., 11 October 2023, LawLex202300012323JBJ, D. 2023, 2114, obs. BARBIERI, approving on this point CA Paris, 16 September 2021, LawLex202300004818JBJ.

Commercial Code, Art. L. 221-3, para. 2, by reference to Articles L. 226-1, para. 2 and L. 222-2.

Company Law (en cours)

542. Liability towards the company or third parties

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Les notions juridiques connexes

542. Liability towards the company or third parties

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

Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

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au contenu exclusif Livv – juristes d’entreprise