Rights, Obligations and Liabilities of Shareholders in a French SARL
Being a shreholder in a French limited liability company (SARL) is not limited to holding shares and collecting dividends. The law grants shreholders a set of rights, ensuring that they are informed, involved, and protected in the life of the company, such as the permanent right to access documents, the ability to ask questions, to […]
The Role of the Ad Hoc Representative (“mandataire ad hoc”) in French Corporate Law
Introduction In French corporate law, conflicts between shareholders or within management are not unusual. Whether in a Société à responsabilité limitée (SARL), a Société anonyme (SA), or even in a civil company, disagreements can quickly escalate into deadlocks that threaten the company’s stability. Traditionally, one of the main remedies has been the appointment of a […]
The Provisional Administrator in French Corporate Law: An Exceptional Remedy to Protect the Corporate Interests
Introduction In the life of a company, tensions, disputes, or governance crises are not uncommon. Sometimes these remain at the level of disagreements between shareholders or directors; other times, however, they escalate into a situation so severe that the very functioning of the company is blocked. When this happens, the law provides for extraordinary judicial […]
Employment Contract and SARL Manager’s Mandate in French Law: The Practical Interests of Combining the Two
Introduction In French business law, one of the recurring questions for entrepreneurs, managers, and legal advisors concerns the possibility of combining a corporate mandate (mandat social) with an employment contract (contrat de travail). This question is not merely theoretical: it determines whether a manager who leaves his position can benefit from severance pay, redeployment assistance, […]
Majority Management (SARL): Social-Protection Scheme for Self-Employed Workers
In a French SARL, a manager (gérant) who controls more than half of the share capital—alone or together with co-managers—falls under the self-employed (travailleurs indépendants) branch of the general social security system. This applies whether or not the manager is paid and regardless of whether the company is active or temporarily dormant. What follows sets […]
Social Contributions & Benefits for Salaried Managers (“Gérants Salariés”) in French SARLs
Who is this for? Founders, finance leads, and counsel of French SARLs/SELARLs who need a practical, legally faithful overview of a gérant salarié (an “assimilated employee”)—how contributions are calculated and paid, what benefits are covered, when unemployment insurance applies, and how to secure certainty from France Travail or URSSAF. 1. The status in one line […]
Minority or Equal Management in a French SARL: How the “Employee” Social Security Scheme Applies
In a French SARL (and SELARL), managers (gérants) who are minority or equal in capital terms are, as a rule, affiliated to the general social security scheme applicable to employees—provided they receive remuneration. This “assimilation” does not convert them into employees in labour-law terms, but it does align their social protection (including work accidents) with […]
The Importance of Distinguishing Between Majority, Equal, and Minority Managers in French SARLs
Introduction The Société à Responsabilité Limitée (SARL) is one of the most widely used company forms in France. Popular with entrepreneurs, family businesses, and small to medium enterprises, the SARL provides limited liability while maintaining flexibility in governance. At the heart of an SARL is its manager (gérant), who has the power to represent the […]
Taxation of SARL Managers in SARL Subject to Personal Income Tax (IR)
Managing a Société à Responsabilité Limitée (SARL) in France requires a deep understanding of how its management is taxed. While most SARLs are subject to corporate income tax (IS), French law also allows certain SARLs to be taxed under the partnership income tax system (Impôt sur le Revenu, or IR). This distinction is crucial because […]
Taxation of SARL Managers in Companies Subject to Corporate Income Tax (IS)
When managing a French société à responsabilité limitée (SARL), one of the most delicate issues is how the manager (“gérant”) is taxed. Whether majority or minority shareholder, the gérant occupies a special position: neither entirely an employee nor entirely independent. The French tax system recognizes this uniqueness by assigning them a hybrid tax treatment that […]
