Can a Manager (“gérant”) of a SARL Delegate its Managerial Powers?

The French société à responsabilité limitée (SARL) (limited liability company), is managed by one or more managers (“gérants”), who act as the legal representatives of the company. The gérants are entitled to represent and act on behalf of the company in all circumstances (article L.223-18 of the French Commercial Code), and their powers are pivotal to its day to day management and existence.

But can the managers delegate their powers to someone else?

1. Impossibility of Delegating the Entirety of Powers

The principle is clear: the manager of an SARL cannot delegate the entirety of his powers to a third party. The mandate of a gérant is deemed too extensive and too personal to be transferred wholesale, particularly to an individual potentially unknown to the partners (Trib. civ. Seine, 9 July 1953).

Similarly, the manager cannot bind himself to exercise his functions subject to the countersignature of another person, even a shareholder (Cass. com., 11 June 1965). The gérant must therefore remain the ultimate bearer of authority entrusted by law and by the partners.

2. Special and Temporary Delegations

Although the principle of management in an SARL rests exclusively with the gérant, practical considerations often require a distribution of authority within the company. French law draws a strict distinction between prohibited general delegations, which would amount to divesting the manager of his legal prerogatives, and permissible special delegations, which enable the manager to entrust defined responsibilities to subordinates. Case law has refined the scope of such delegations, balancing the need for effective internal organization with the protection of the company’s governance structure.

2.1 Conditions for Valid Delegation

General delegation of powers is prohibited. However, the manager may confer specific and temporary delegations of powers for clearly defined tasks or operations—for example, entrusting a department head with authority to conduct a particular negotiation or transaction. Such delegation goes beyond a mere delegation of signature: it vests the delegate with the authority to act in the name of the company within the precise limits set out.

Delegation is possible even if the articles of association are silent, unless they expressly require prior authorisation from the partners (Rep. Lebas, JO 3 Dec. 1970).

2.2 Jurisprudential Guidance

Case law has clarified the legal regime of special delegations:

• Apparent mandate. Acts carried out by a delegate may be binding on the company under the theory of apparent mandate, even if not executed directly by the gérant himself (Cass. soc., 15 June 1999).

• Survival of delegations. Delegations granted in the name of the company remain valid even if the delegating manager ceases to hold office (Cass. com., 4 Feb. 1997; 15 Mar. 2005).

• Precision required. A vague or laconic delegation letter is ineffective; precision in the scope and limits of the delegation is indispensable (Cass. crim., 21 Aug. 1995).

• Unity of delegation. The courts exclude the possibility of granting multiple delegations for the same task, as this would dilute responsibility and authority (Cass. crim., 23 Nov. 2004; 12 Dec. 2006).

• Acceptance by delegate. A delegation of powers requires acceptance by the delegate, either explicitly or implicitly (Cass. soc., 4 Apr. 2007).

3. Criminal Liability and Delegation of Powers of the SARL Manager

The concentration of power in the hands of the gérant entails not only broad authority but also personal responsibility. In criminal matters, the principle is strict: the manager is presumed liable for offences committed in the operation of the company, even without direct participation. French jurisprudence, however, recognises a mechanism of exoneration through the delegation of powers, provided this delegation is genuine, precise, and entrusted to a competent individual. The courts thus seek to reconcile effective accountability with the practical necessities of corporate management.

3.1 Principle of Managerial Liability

The gérant of an SARL bears criminal responsibility for offences arising from the company’s activity. This liability attaches by virtue of his position and does not require proof of his personal participation in the wrongful acts.

3.2 Exoneration of Liability Through Delegation of Managerial Powers

A manager may escape liability if he proves that he delegated powers to an employee vested with the necessary competence, authority, and resources to prevent and correct the infraction (Cass. crim., 11 Mar. 1993; 20 May 2003). Such delegation must be real, precise, and adapted to the company’s structure.

Nonetheless, in small enterprises where no true hierarchy exists, the courts refuse to recognise delegation as a basis for exoneration. In such cases, the gérant retains full liability. Furthermore, a manager who is personally involved in the commission of the offence cannot rely on delegation to shield himself from prosecution.

3.3 Limits of the Exoneration of Liability

Delegation has strict boundaries. It does not absolve the manager of offences that are inseparably attached to his statutory role under the Commercial Code. Likewise, a de facto manager—one who effectively directs the company without formal appointment—remains personally liable regardless of any purported delegation. The Court of Cassation has confirmed that delegation does not exclude responsibility for fiscal obligations where the individual exercises effective management (Cass. crim., 22 Mar. 2017).

4. Delegation of Powers to Remedy to a Temporary Unavailability of the SARL Manager

Where a manager becomes unavailable — for example through serious illness — neither a partner nor a third party may unilaterally assume his functions. The law provides several mechanisms:

• Temporary delegation: appropriate for short-term absence.
• General meeting: the gérant may convene an ordinary meeting to appoint a new manager or co-manager, if permitted by the articles. Revocation of the incumbent and appointment of a replacement may also be envisaged.
• Provisional administrator: if the manager cannot convene the meeting, one or more partners may request the president of the commercial court to appoint an administrator.
• Post-2019 reform: since 21 July 2019, if the company lacks a manager for any reason or if the gérant is placed under guardianship, any partner — or, if applicable, the statutory auditor — may convene the meeting to revoke and replace the manager (C. com., art. L.223-27, al. 8).

As a preventive measure, many companies provide for co-management, ensuring continuity of governance without recourse to judicial intervention.

Conclusion

The regime of delegation and unavailability in SARLs underscores the personal responsibility of the gérant. Wholesale transfer of powers is prohibited, but targeted delegations are permitted — provided they are precise, singular, and accepted. Delegation may, in certain cases, shift criminal liability, though never in small companies or where the gérant himself is directly involved.

In case of unavailability, the law ensures continuity of management through formal mechanisms, with co-management serving as the most efficient preventive safeguard.