Prohibited Agreements in a French SARL
In a French société à responsabilité limitée (SARL), the law imposes strict and mandatory safeguards against the misuse of corporate assets. These rules, enshrined in Article L.223-21 of the Commercial Code, are not limited to the approval of certain contracts through the regulated agreements procedure. Some transactions are not simply subject to control — they […]
Controlling regulated agreements in a French SARL
In SARLs, certain agreements concluded between the company and its managers or shareholders must be subject to specific control, intended to guarantee transparency of operations and prevent conflicts of interest. These agreements are called “conventions réglementées” (regulated agreements). This control varies according to whether the company does or does not have a statutory auditor (commissaire […]
Regulated and prohibited agreements in a French SARL
The société à responsabilité limitée (SARL), or French limited liability company, is one of the most frequently used legal forms in France for small and medium-sized businesses. Its popularity comes from its flexibility, its relatively simple functioning, and the limited liability protection it offers to shareholders. Yet, precisely because it is widely used by entrepreneurs, […]
How to control the management of a SARL?
In a French limited liability company (SARL), the manager (gérant) plays a central role in day-to-day management and decision-making. However, the law provides shareholders with several tools to supervise, monitor, and, if necessary, challenge the manager’s actions. This control ensures a balance between managerial autonomy and shareholder protection, guaranteeing transparency and good governance. From the […]
What is a corporate purpose (“objet social”) and why it matters?
The corporate purpose (“objet social”) of a French company is an essential component of a company’s bylaws. It determines its activity, frames its operations, and serves as the foundation of its legal validity. Since the reform introduced by the PACTE Law, other notions such as the “purpose clause” (raison d’être) or the status of a […]
What social security regime for the manager of an SARL?
The social situation of the manager of an SARL depends essentially on his participation in the share capital. Depending on whether he is majority, equal, or minority, he will fall either under the regime of self-employed workers, or under the general regime of Social Security. This distinction has an important impact on the cost of […]
What is the remuneration of the manager of an SARL?
The function of manager of SARL is not automatically remunerated. In the absence of a legal provision imposing a payment, it is up to the shareholders (or to the manager himself if he is sole shareholder) to decide whether the mandate will be unpaid or paid. But beware: the absence of clear formalization may lead […]
What are the powers of the Manager of a SARL?
The manager of an SARL has powers determined by the law both with regard to the shareholders of the company and with regard to third parties. He also has specific powers allowing him to carry out alone certain statutory modifications. Powers of the manager of SARL with regard to the shareholders In an SARL (Société […]
Civil, criminal and fiscal liability of the manager of SARL
The manager of an SARL (Limited Liability Company) occupies a strategic function. As such, he is bound to legal, statutory and management obligations. In case of fault, his civil liability can be engaged, whether by the partners or by third parties. In case of criminal or fiscal infraction, the manager of an SARL can also […]
Ending the functions of a manager of a SARL: what you need to know
The function of manager of a SARL is not eternal. It may come to an end at the scheduled term, in case of a personal event, or else by decision of the shareholders. It is essential for the shareholders, as for the manager himself, to understand the conditions of termination of the mandate, their effects, […]
