[ESTABLISHING A BUSINESS ENTITY IN FRANCE] 191
Removal of managers
SA with a board of directors
by shareholders' meetings
• procedure freely set by the articles of association
•
• directors : by shareholders' meeting • chairman of the board: by the board
If the sole shareholder dismisses the gérant without lawful cause, the gérant can file a claim for damages. Lawful cause does not necessarily require mismanagement by the gérant ; for example, loss of confidence in the gérant , significant variance in points of view vis-à-vis the management of the company, etc. may be considered as lawful cause.
SA with a management board and a supervisory board
• 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,
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 • • agreements between the company and, directly or indirectly, •
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
N/A
agreements between the company and, directly or indirectly,
ILN Corporate Group – Establishing a Business Entity Series
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