A single-member limited liability company (EURL) is required to appoint a leader . It's at thesole partner what is the task of nomination . It must be done when creating the business, knowing that it can be replaced later. Here is how to appoint the manager of an EURL.
How to appoint the manager of an EURL
The decisions linked to a EURL (single-person limited liability company) are taken by thesole shareholder. Thus, the latter can designate himself a manager or choose someone else to perform these functions. It is also possible to appoint several people to manage the business. If the sole shareholder is a legal person (a company), it must necessarily choose a third party to manage the EURL.
The manager may be appointed on the occasion of the creation of the company or later (change of manager). To learn more about the conditions for appointing the manager of an EURL, click here.
Appointment of the manager when setting up an EURL
When the sole shareholder makes the steps to set up your EURL, he must necessarily appoint a manager who will embody his company vis-à-vis third parties. This appointment can be made in two ways:
- about EURL statutes : the manager is appointed in a specifically worded clause for this purpose. In this case, the manager must sign the articles of association and accept his functions by means of the following statement “good for acceptance of the functions of manager”. This method is generally not recommended for the reason that, being designated in the articles of association, any change of manager entails the consequences of a modification of the articles of association (whose formalism is higher than in the event of appointment by act separate from the articles of association). Here is the statement to be inserted in the articles of association:
Item number [number] – Appointment of the leader
[Surname and first name of the sole shareholder], the sole shareholder, manages the company for an unlimited period.
Or, if the manager is not the sole shareholder :
The Company is managed by [Manager's first and last name] moreover [Manager's full address] [Manager's first and last name], intervening in these statutes, declares to accept the functions conferred on him. The functions of manager are exercised for a period of [unlimited or limited in number of years].
- in a separate document : the sole shareholder designates the identity of his manager in a minutes of sole shareholder decisions which must be kept in a specific register. This solution has the advantage of not having to modify the articles of association when a change of manager is made. Here is the mention to insert in the PV:
Decision number [number] – Appointment of the leader
The sole shareholder appoints as manager of the company [First and last name of the manager] moreover [Manager's full address], for a time [unlimited or limited (in this case, number of years)]. The entry into office will only be effective from the day on which the company has been registered in the Trade and Companies Register. The person concerned declares that he accepts the functions of manager which have just been entrusted to him. He affirms that he does not exercise any other function, nor is he subject to any incapacity or prohibition likely to prevent him from exercising this mandate.
In the event of the creation of an EURL, several documents must be completed and sent to the registry of the commercial court or to the business formalities center (CFE), including an M0 form and various certificates (certificate of non-conviction, certificate of filiation, etc. ).
The powers of the EURL manager will be defined in the articles of association and they may be limited, depending on the wishes of the sole shareholder. It is even possible to introduce prior authorization requests for certain operations carried out by the manager. Furthermore, the terms of remuneration of the manager may be provided for in the articles of association or in a separate document.
Replacement of the manager of the EURL during his social life
During its existence, theEURL can proceed to replacement of its manager at the initiative of its sole shareholder, subject to observing the applicable provisions regarding the development of corporate officers. The procedure to be taken will then depend on the method of initial appointment of the manager of the EURL:
- if he was designated in the articles of association : it will then be necessary to respect the rules applicable to the modification of the statutes of the EURL ;
- if he was named in a separate document : it will be necessary to write a minutes of decisions of the sole shareholder attesting to the change of manager.
As soon as the sole shareholder chooses to modify the corporate officer, he must fulfill certain formalities :
- post a notice of change of manager in a newspaper of legal announcements of the department of EURL head office,
- create and submit an update file to the registry of the commercial court or to the CFE so that the amending registration can be entered in the trade and companies register (RCS).
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The manager of an EURL must be appointed by the sole shareholder when the company is incorporated. It can be named in the statutes or in a separate act. Anyway, it can be replaced during social life.
