Introduction

Matrix organization

Mergers by absorption

Risks related to the expansion of the scope of criminal liability of legal entities

Validity conditions

Proof of delegation

Exemption from individual liability of delegator

Attribution of offense to legal entity

Delegations of authority

Criminal risk management within business organizations

Complicity in crimes against humanity

Breaches of secrecy

Personal data breaches

Theft

Extortion

Blackmail

Fraud

Misappropriation

Receiving/concealment of unlawfully obtained property (recel)

Attacks on automated data processing systems

Money laundering

Misappropriation by public official (concussion)

Corruption and influence peddling

Unlawful acquisition of an interest

Favoritism

Forgery and use of forgeries

Violation of Criminal Code

Offenses under the Monetary and Financial Code

Offenses under the Commercial Code

Environmental Code violations

Offenses arising from other codes

Types of offenses

Offenses under the Criminal Code, the Commercial Code, or the Environmental Code, Criminal procedure

White Collar Crime (en cours)

Misuse of corporate assets consists, for the directors of capital companies, of abusively using the assets or credit of these companies, or the powers and votes they hold, contrary to the corporate interest (Art. 1833 Civil Code). This use must occur for personal purposes or to favor another company or undertaking in which they have a direct or indirect interest (Art. L. 241-3, 4° and 5° and Art. L. 242-6, 3° and 4° Commercial Code).

Until 1935, a manager who committed misuse of corporate assets, particularly the misappropriation of assets, in violation of the general mandate given by co-partners to manage corporate assets in the exclusive interest of the company, was sanctioned on the basis of breach of trust. The inadequacy of this offense to address the diversity of behaviors constituting misuse of corporate assets  led to the adoption of the Decrees of 8 August and 30 October 1935, which introduced into the Law of 24 July 1867 on commercial companies the offense of misuse of corporate assets, credit, powers, and votes, which could be committed against public limited companies and limited liability companies. The offense was subsequently extended to partnerships limited by shares and simplified joint-stock companies by the law of 24 July 1966 on commercial companies , to European companies by the Law of 26 July 2005 for confidence and the modernization of the economy . Finally, the ordinance of 18 September 2000  inserted it into the Commercial Code in the current Articles L. 241-3 for limited liability companies (SARL), L. 242-6 for public limited companies (SA), L. 243-1 for partnerships limited by shares (SCA), L. 244-1 for simplified joint-stock companies (SAS), and Article L. 244-5 for European companies (SE).

Today, the breach of trust provided for in Article 314-1 of the Criminal Code retains a subsidiary nature and allows for the prosecution of misuse of corporate assets that do not fall within the scope of the offense prohibited by the Commercial Code.

Breach of trust (abus de confiance) only concerns the transfer of any movable property, which excludes tangible or real property that a company may hold.

Law No 66-537 of 24 July 1966 on commercial companies, OJ of 26 July 1966, Art. 460 and Art. 464-1.

Law No 2005-842 of 26 July 2005 for confidence and modernization of the economy, Art. 11-II.

Ordinance No 2000-912 of 18 September 2000 on the legislative part of the Commercial Code.

Misuse of corporate assets

196. Misuse of corporate assets