[ESTABLISHING A BUSINESS ENTITY IN FRANCE] 194
vis-à-vis the management of the company, etc. may be considered as lawful cause.
• members of the management board are removed by the shareholders or, if the articles of association allow it, by the supervisory board; • members of the supervisory board are removed by the shareholders
Powers
SA with a board of directors
• gérant is fully empowered to act on behalf of the company and may bind the company by action beyond the company's objects • articles of association may impose limits which only bind third parties with specific knowledge of such limits
• President is fully empowered to act on behalf of the company and may bind the company, including in respect of actions that exceed the company's objects • A managing director ( directeur général ) may also be fully empowered to act on behalf of the company and may bind the company, including in respect of actions that exceed company's objects if specific provisions in the articles of association allow this • articles of association may impose limits on the powers of the President and/or managing director(s) which only bind third parties with specific knowledge of such limitations of powers
• managing directors are fully empowered to act on behalf of the company and may bind the company by action beyond the company's objects • articles of association may impose limits which are not enforceable against third parties
SA with a management board and a supervisory board
• members of the management board have extensive powers to act on behalf of the company within the company’s objects • members of the supervisory board exercise permanent control and oversight of the management • possible tort and criminal liability for breach of legal provisions of the articles of association or of the duty of care towards the company • specific sanctions under bankruptcy law if the company becomes insolvent • agreements between the company and, directly or indirectly, ➢ one of its directors or its managing director(s), or ➢ one of its “ directeurs généraux délégués”, or ➢ one of its shareholders holding
Liability
• possible tort and criminal liability for breach of legal provisions of the articles of association or of the duty of care towards the company • specific sanctions under bankruptcy law if the company becomes insolvent •
possible tort and criminal liability for breach of legal provisions of the articles of association or of the duty of care towards the company • specific sanctions under bankruptcy law if the company becomes insolvent
Regulated agreements
N/A
• agreements between the company and, directly or indirectly, ➢ a gérant or ➢ a shareholder require approval by shareholders' meeting following a report by the gérant or the statutory auditor (if any)
agreements between the company and, directly or indirectly, ➢ the president or ➢ one member of any management body (if any) having managing powers, or
•
➢
one of its shareholders holding more than 10% of the voting rights, or if the shareholder is a company, its controlling shareholder,
more than 10% of the voting rights or if the shareholder is a company, its controlling shareholder,
• if there is no statutory auditor and if the gérant is not also a shareholder,
ILN Corporate Group – Establishing a Business Entity Series
Made with FlippingBook Ebook Creator