Choosing and appointing a gérant (manager) is a fundamental step in the life of any SARL (Société à responsabilité limitée) in France. Whether you are creating a new company or replacing an existing manager, French law sets out clear rules on how this appointment is made, which majority is required, and what formalities must be respected.
At frenchco.lawyer, our mission is to make French company law accessible for entrepreneurs and foreign investors. This article breaks down the process of appointing managers in an SARL, based on the French Commercial Code and applicable case law, while staying clear, practical, and easy to follow.
1. Who Appoints the Manager (“gérant“) of an SARL?
Pursuant to article L. 223-18 of the French Commercial Code, managers are appointed by the shareholders either:
- Directly in the articles of association (at the time of incorporation), or
- By a separate act adopted later during the company’s life.
This flexibility allows entrepreneurs to choose the timing and method best suited to their structure. However, in all cases, the appointment must comply with the majority rules and publication requirements described below.
2. Publication of the Appointment: The SARL Manager (“gérant“) Must Be Known By Third Parties
French law requires transparency. For the appointment—or cessation—of a manager to be enforceable against third parties, it must be published in a legal announcements journal and filed with the Trade and Companies Register (RCS).
Without proper publication, the appointment may not be opposable to third parties such as creditors, clients, or business shareholders, which means that complete legal effectiveness of the decision is lacking. In practice, the manager’s authority could be challenged, and the company itself could be exposed to disputes concerning the validity of acts carried out in the name of the company by a manager whose appointment has not been properly published. Publication is therefore not a mere formality, but a necessary step to ensure enforceability of the appointment and to guarantee legal certainty in the company’s dealings with third parties.
Avoid costly mistakes and delays. Our legal team ensures your manager’s appointment complies with French law, majority rules, and publication requirements.
3. What Majority Is Needed to Appoint a Manager of a SARL?
The appointment of a manager (gérant) may occur either at the time of incorporation or at a later stage during the life of the company. In each case, the law specifies the procedures and the majority required for such a decision.
3.1 Majority threshold
Managers may be appointed:
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At the time of incorporation: either by a specific decision of the shareholders or directly in the articles of association.
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During the company’s life: by means of an ordinary decision of the shareholders.
The decision appointing the manager may be taken in a general meeting. Alternatively, if the articles so provide, it may also be adopted by written consultation of the shareholders or by a unanimous decision recorded in writing.
The law specifies that the appointment and dismissal of a manager follow the same rules as any ordinary collective decision of the partners. Therefore:
- The decision of the shareholders appointing the gérant requires the approval of shareholders representing more than half of the share capital.
- If this majority is not achieved during a first shareholders’ meeting, and unless the articles provide otherwise, a second consultation may be held, where the decision is then adopted by a majority of the votes cast, regardless of the number of voters.
This rule ensures that even in situations of shareholders’ disagreement, the company is not left without a manager. Indeed, if a manager cannot be appointed, and the company is left without manager, its dissolution may be pronounced by the court.
3.2 Annulment of Appointments Made Without Respecting Majority Rules
Since 21 July 2019, decisions taken in violation of the prescribed majority rules may be annulled at the request of any interested party (Law 2019-744 of 19 July 2019, modifying Article L. 223-29 of the Commercial Code).
This reform reinforces the protection of shareholders’ rights by allowing judicial review of irregular appointments.
3.3 Can the Articles Impose a Stronger Majority?
Yes—but only for dismissal, not for appointment.
- For revocation, the articles may provide for a stronger majority (Article L. 223-25).
- For appointment, however, the texts do not allow this; the general rules above apply (Articles L. 223-18 and L. 223-29).
4. Appointment of the First Manager of a SARL
The initial appointment of a manager is an essential requirement at the time of incorporation, since the company cannot operate without such an organ of management. The law allows different modalities of designation—whether by a subsequent act, by acceptance of functions, or through inclusion in the articles of association—but these distinctions have no effect on the rules governing dismissal.
4.1 Manager designated outside the articles
Where the manager is not named in the incorporation deed (bylaws, also known as statutes (or “statuts” in French), the subsequent act appointing him or her must be dated as close as possible to the date of incorporation. This is necessary both because the SARL cannot function in the absence of a manager, and because the incorporation notice published in a legal announcements journal must indicate the identity of the manager(s) (Article R. 210-4 of the Commercial Code).
4.2 Acceptance of functions
The person designated as manager formally accepts the role either by signing a letter of acceptance, by signing the appointment decision with the handwritten mention “Good for acceptance of the duties of manager”, or simply by assuming the functions in practice.
4.3 “Statutory manager”
The expression “statutory manager” designates a manager whose name has been included in the bylaws (“statuts“), however it has no legal significance. The fact of being named in the articles of association does not confer any special protection or irremovability. Regardless of the method of appointment—statutory or not, partner or not—the manager may be dismissed under the same conditions (Article L. 223-25).
5. Changing a Manager of a SARL or Renewing the Mandate
The replacement of a manager in a SARL may be decided by a simple ordinary resolution of the shareholders. This rule applies even when the manager was originally appointed in the articles of association. Once the decision is taken, the change must be subject to the same publicity formalities as the initial appointment, namely filing with the registry and publication in a legal announcements medium, so that the new appointment becomes enforceable against third parties.
An ordinary general meeting may also decide to amend the articles of association in order to remove the manager’s name if it was included in the statutory text. Such an amendment ensures that the articles reflect the current management structure of the company and prevents inconsistencies with the information published in the Trade and Companies Register.
The renewal of a manager’s mandate is possible without limitation, unless the articles of association provide otherwise. In this case, the renewal is effected by a simple decision of the shareholders. Unlike an appointment or a replacement, however, no publicity is required for the mere renewal of a mandate, a principle confirmed by Ministerial Reply Richert (JO, 17 May 1972).
Whether you’re changing leadership or renewing mandates, we help you execute resolutions, filings, and publications seamlessly—without risking nullity.
6. Key Takeaways
- Appointment at incorporation or later: by the shareholders, in the articles or by a subsequent act.
- Publication is mandatory: both appointment and cessation must be published and filed.
- Majority required: more than 50% of shares on first vote; if not achieved, second consultation allows majority of votes cast.
- Annulment possible: irregular appointments may be cancelled since July 2019.
- First manager: must be named quickly; company cannot function without one.
- “Statutory manager”: no special protection against dismissal.
- Changing or renewing: always possible by ordinary decision; renewal requires no publicity.
Frequently Asked Questions
- Can managers only be appointed in the articles of association?
No. They can also be appointed by a later act, provided proper majority rules and publicity are respected. - What happens if no manager is named in the incorporation deed?
A manager must be appointed by a subsequent act dated very close to incorporation, since an SARL cannot operate without one. - Is a manager named in the articles harder to dismiss?
No. Being “statutory” does not make the manager irremovable. The same dismissal rules apply. - What majority is required to appoint a manager?
First consultation: more than half the share capital.
Second consultation: majority of votes cast, regardless of voters present. - Is renewal of the manager’s mandate subject to publicity?
No. Renewal alone does not require any publication.
Conclusion
Appointing and changing managers in an SARL is a highly structured process under French law. It balances the shareholders’ decision-making power with legal safeguards to ensure transparency and protect third parties.
At frenchco.lawyer, we assist entrepreneurs and international investors with SARL incorporation, appointment of managers, and partner governance. Our legal expertise ensures that your company’s management is validly appointed, properly published, and fully compliant with French law.
Contact us today to secure your SARL’s management structure.
If you’re a foreign shareholder or investor, navigating French majority thresholds and formalities can be complex. Our bilingual lawyers handle every step of the appointment process for you.
