[ESTABLISHING A BUSINESS ENTITY IN FRANCE] 199
Responsibility for management
SA with a board of directors
• gérant(s)
• président , in the absence of provision to the contrary in the articles of association
• The representative of the branch is appointed by the foreign company. His/her authority, revocation of that authority, remuneration and liability to the company are therefore governed by the law applicable to the foreign company.
• directors can choose between: - a président to assume all management powers and chair the board of directors, or - a managing director (directeur général) to assume all management powers and a chairman of the board with a representative, organisational and supervisory role • the managing director can request the appointment of 1-5 deputy managing directors ( directeurs généraux délégués) by the board of directors to assist him/her
Appointment of managers
SA with a board of directors
• first gérant : is appointed in the constitutive articles of association or by subsequent shareholders' meeting
• procedure freely set by the articles of association
• directors : the first directors are appointed in the articles of association constituting the company; then by the shareholders • chairman of the board: by the board • managing director: by the board
• subsequent gérants : by shareholders' meetings
SA with a management board and a supervisory board
• members of the management board are appointed by the supervisory board (including the president of the management board and, as the case may be, the managing directors); • members of supervisory board are appointed by the shareholders
ILN Corporate Group – Establishing a Business Entity Series
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