If the legal representative of a company makes a mistake that causes damage to a third party, there are two hypotheses: what role does the legal representative of a company actually play and what is the level of his responsibility? Let`s explain! Are you thinking of starting©your business©©and wondering about the country`s representative©©? Its role is crucial in your daily life as it divides the interests©of your business©©. © It can be represented©© by a natural person, but also by©a legal person! We therefore take stock with you to know® all the characteristics©! A management error: for example no need to take out professional insurance For the company`s power of representation to be enforceable against third parties, the CEO or DGD must also be registered in the kbis and the statutory clause containing the power of representation must be filed with the registry operator. The representative is named in the articles if they are drawn up at the time of incorporation of the company. The Court of Cassation criticises the decision of the Court of Appeal, which upheld this action for annulment, according to which the status of legal representative cannot result from the mere mention of the Director General on the K-Bis, but requires an examination of the powers of representation conferred on the Director General by the Staff Regulations (Cass.com). 25 May 2022, No. 20-21.460, No. 322 F-D). Criminal liability©©exists© when the legal representative©©violates a law or punitive instrument©. This is particularly the case if he commits an offence such as: The Court of Appeal ruled that the CEO of SAS was indeed a legal representative, since he was registered as a CEO in the kbis. Excessive disagreement between the representative©©and the partners©In accordance with© Article L223-18 of the French Commercial Code, the manager is called “manager” in SARL and EURL. There must be at least one manager©©, but you can also©sign several. The manager©can only be a natural person. The legal representative also has the possibility to withdraw without giving reasons.
In order to formalize his resignation, he must make a notification by registered letter with acknowledgment of receipt. All sole managers must convene a general meeting to appoint a new person. The legal representative of a company is usually the person who manages the company (the managing director or senior manager), i.e. the person who takes charge of the day-to-day management; but not always. In an SAS, we often talk about CEO for “chief executive officer”, but this term is nonsense. The SAS has either a chairman or a chairman assisted by an executive director. SAS shareholders may also set up supervisory bodies responsible for advising or controlling the action of the Chairman, or even an Administrative Committee responsible for taking his place in the internal management of the SAS. Indeed, the Commercial Code leaves a great deal of freedom in determining the powers of the president of SAS.
For the legal form of SAS and SASU, it can be both a legal person and a natural person. The decision©is taken by the members©when drafting the articles of association before proceeding with©the registration of©the company©©. Do not take out year-round insurance©for employees©in the construction sector The dismissal©of the general manager may take place by decision©of the shareholders©. In this case, shareholders©must represent© more than half of the shares to have a© majority©. It may also be issued by court decision in the event of an infringement or at the request of one or more partners©. SA on the Board of Directors: he is the Chief Executive Officer©©The procedure and the person who can© be appointed as the legal representative of a company vary according to the©legal form. In fact, depending on the statutes and particularities of each form of company, this role is assigned to different functions. This obligation to organize the powers of representation in the articles of association is in addition to the obligation to register the existence of a Chief Executive Officer as a management body in the K-bis (Article R.123-54 of the French Commercial Code), this registration must take place regardless of whether or not the Chief Executive Officer has a power of representation vis-à-vis third parties. The partners may invoke the liability of the legal representative to assert the liability of the company or that of the representative as a natural person and to be liable for his own acts according to the fault committed. The extension©of its powers is generally©determined by the articles of association until the incorporation©of©the company.
On the other hand, the conditions of his appointment may be determined©at a general meeting©©©. Other cases may terminate the mandate, such as illness or death©. For other reasons, a news item must be signed© by the partners©and a new storm warning must©©be issued©. The appointment of the legal representative must take place at the time of incorporation of the company. It takes place directly in the statutes (method not recommended for practical reasons) or in a separate act (minutes of the general meeting). In some cases, legal appointment is mandatory, especially when setting up an SAS/SASU for example. He may not engage in any other profession incompatible with his status as legal© representative©. Nevertheless, shareholders may limit the role of the chairman (and therefore his powers) in the articles of association or a shareholders` agreement.
This freedom may, for example, go so far as to grant it only the power of representation vis-à-vis third parties and no power of internal management of the company; This shall be delegated to a Management Committee or to the Executive Director. Conversely, shareholders can extend the role of the Chairman by conferring on him their own powers, such as certain amendments to the articles of association (transfer of the registered office, change of company name, etc.). There is no legal obligation to pay the director. Unless otherwise stipulated in the articles of association, the mandate of the legal representative is therefore free of charge.