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Company Law (en cours)

The status of the manager of a civil company is governed by Articles 1846 to 1846-2 of the Civil Code as well as various provisions of Decree No 78-704 of 3 July 1978.

The appointment of one or more managers to conduct the company's affairs, whose number is freely determined in the statutes, is mandatory. Indeed, when the company has been without a manager for more than a year, any interested par …

Status of the manager

The status of the manager of a civil company is governed by Articles 1846 to 1846-2 of the Civil Code as well as various provisions of Decree No 78-704 of 3 July 1978.

The appointment of one or more managers to conduct the company's affairs, whose number is freely determined in the statutes, is mandatory. Indeed, when the company has been without a manager for more than a year, any interested party may request its early dissolution in court . The manager may be a partner or not . A legal entity may also be appointed as the manager of a civil company. In such a case, the appointment act must indicate the names of its legal representatives. Their change entails the rectification of the appointment act and must be published like the act itself . The appointment of managers is carried out either by the statutes, by a separate act, or by a decision of the partners, who represent more than half of the shares .

Managers are deemed appointed for the duration of the company , unless otherwise provided in the articles of association or decided differently by the partners at the time of appointment.

The exercise of certain professions is incompatible with the functions of a manager of a civil company. This is the case for the profession of lawyer, unless the company's purpose is the management of family interests or the exercise of this profession, in accordance with Article 111 of Decree No 91-1197 of 27 November 1991. It is also generally prohibited for any civil servant to participate in management, according to Article L. 123-1 of the General Code of the Civil Service, subject to certain exceptions. Finally, notaries cannot, according to Article 13 of Decree No 45-0117 of 19 December 1945, be managers of a profit-oriented civil company. However, they can be managers of professional civil companies of notaries or holders of a notarial office, or of non-trading private companies.

The appointment of managers must be published  in the Trade and Companies Register to be enforceable against third parties. Neither the company nor third parties can, to evade their commitments, invoke an irregularity in the appointment of managers or in the termination of their duties, as long as these decisions have been duly published. Consequently, the forgery of the minutes of the meeting appointing the manager of an SCEA does not render it nonexistent if it has been published .

In the absence of contrary provisions in the law, the manager of a civil company may combine their functions with salaried employment within the company. Their compensation may be set either by the statutes or by a collective decision of the partners made by the majority they determine. However, the statutes may provide that these functions will be performed free of charge, which is common in family civil companies whose sole purpose is the management of a building requiring limited activity.

Decree No 78-704 of 3 July 1978, Art. 35.

Cass. 3e civ., 26 October 2023, LawLex202300013563JBJ.

Company Law (en cours)

668. Status of the manager

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668. Status of the manager

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Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

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au contenu exclusif Livv – juristes d’entreprise