Unauthorized Manager Remuneration in French SARLs: Legal, Fiscal, and Criminal Risks
In a French SARL (société à responsabilité limitée), the remuneration of the manager (gérant) is not a matter of personal discretion. It is strictly regulated by company law. When a manager pays themselves without proper approval from the shareholders (associés), they expose themselves and the company to serious legal, fiscal, and even criminal risks. This […]
How Is Management Remunerated in a French SARL?
Executive Summary The remuneration of a gérant in a French SARL sits at the crossroads of company law, tax, and social security. It touches governance (who decides, how often, with what safeguards), corporate interest (what is an acceptable level and structure of pay), and litigation risk (abuse of majority, misuse of corporate assets, management fault). […]
Liability of SARL Managers in Insolvency Proceedings
Executive Summary Managers of French limited liability companies (gérants de SARL) may face personal liability when their company enters collective proceedings. While the company remains the primary debtor, managers’ acts and omissions are scrutinized once insolvency proceedings are opened. Liability is not automatic, but when mismanagement can be shown, consequences may be severe: civil liability […]
Can a SARL Manager Be Held Liable For the Payment of Social Security Contributions of the SARL
The payment of social security contributions is one of the essential obligations of French companies. It ensures the financing of the national system of health, family, and retirement benefits, and it constitutes a priority debt in the eyes of both legislators and courts. In principle, the obligation to pay rests exclusively with the company as […]
Tax Liability of SARL Managers pursuant to French Law
The liability of managers of sociétés à responsabilité limitée (SARL) in France is not limited to civil law. In certain circumstances, they may also be personally exposed to the payment of the company’s tax debts. French law, through the Livre des procédures fiscales (LPF) (French Tax Procedures Code) and the Code général des impôts (CGI) […]
Civil Liability of SARL Managers under French Law
The position of gérant (manager) of a société à responsabilité limitée (SARL) carries with it significant responsibilities. Beyond the power to manage, French law imposes strict rules concerning the manager’s liability towards the company, its partners, and third parties. The Commercial Code and extensive case law have defined the contours of this liability, which we […]
Transactions Prohibited for Managers of an SARL
The powers of managers (gérants) in a French société à responsabilité limitée (SARL) are extensive, but not without limits. In particular, the Commercial Code prohibits certain transactions in order to prevent conflicts of interest and safeguard the company’s financial integrity. At the same time, the law provides for mechanisms of oversight to ensure that managers […]
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 […]
Ending a Manager’s Mandate in a French SARL: Rules, Risks, and Practical Steps
In a French SARL (Société à responsabilité limitée), the gérant (manager) is the company’s legal representative. Understanding how and when a manager’s functions end—and what to do next—is essential to avoid governance deadlocks, liability traps, and disputes with partners or third parties. This guide explains the triggers for ending a mandate (expiry, death/incapacity, resignation, and […]
Duration of the Manager’s Mandate in a French SARL
When incorporating or managing a French SARL (Société à responsabilité limitée), one of the essential questions concerns the duration of the manager’s mandate (gérant). Unlike other corporate structures, the French Commercial Code offers a high degree of flexibility: the mandate can be fixed for a specific term or left indefinite. Each option carries important legal […]
