Every limited liability company (SARL) needs appoint one or more manager(s). The partners of the company are responsible for making this appointment, which is mandatory when the SARL is created and can be modified during its existence. Here is how to choose the manager of an LLC.
In SARL, the decisions belong to the community of associates. It is therefore up to them to choose the manager of their company, with a majority of more than half of the shares (unless a higher majority is provided for in the articles of association).
The manager can be selected from among the partners or outside of them (person external to the company). It is even possible to designate several. However, management cannot be provided by a legal person. The Law rules out this possibility for SARLs (contrary to the provisions laid down for SAs and SASs, for example).
Un LLC manager must necessarily being designed when creating the company. Then it can be replaced during social life.
During incorporation procedures of an LLC, the partners must appoint a manager. The latter will be responsible for representing the company to third parties. The appointment of the manager can be made:
Item number [number] – Appointment of the manager
[Last name and first name of the partner], partner, manages the company for a period of [unlimited or limited (in this case, number of years)].
He/She declares that he/she accepts this function and that there is no incompatibility on his/her part, nor any prohibition that could stand in the way of this appointment.
Or, if the manager is not a partner of the company :
The Company is managed by Mr/Ms [First and last name of the manager], born [Manager's date of birth], nationality [Nationality of manager], moreover [Manager's full address] [First and last name of the manager], 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].
He/She declares that he/she accepts this function and that there is no incompatibility on his/her part, nor any prohibition that could stand in the way of this appointment.
resolution number [number] – Appointment of the manager
Mr/Mrs [First and last name of the manager], born [Manager's date of birth], nationality [Nationality of manager], moreover [Manager's full address] is appointed as manager of the company for a period of [unlimited or limited (in this case, number of years)].
He/She will only effectively take office from the day the company has been registered in the trade and companies register.
He/She declares by separate letter to accept the functions of manager which have just been entrusted to him and affirms not to exercise any other function likely to prevent him from exercising this mandate nor to be struck by any incapacity or prohibition to manage a trading company.
Note: for the creation of an LLC, other documents must be constituted. This will include drafting an M0 form, a special “TNS” insert (possibly an “ACCRE” insert) and some certificates (non-conviction and parentage).
The powers of the manager of the SARL are defined in the articles of association. Their scope may be restricted, depending on the wishes of the partners. It is also possible to set up a system of prior authorization for specific operations (large expenditure, for example). The articles of association must also provide for the terms of remuneration of the manager (these terms may also be detailed in a separate document, in particular in the minutes of appointment).
During the company's financial year, the manager may be replaced, by decision of the partners taken by a majority of shares greater than half (unless a higher majority is provided for by the articles of association). It is essential to comply with applicable privacy laws. replacement of the manager of SARL.
How to act depends on how the manager was appointed:
Once the change of leader decided, of formalities must be carried out. In particular, it is necessary to:
The manager of a SARL must be designated by the partners directly in the articles of association or in a separate act. It can be replaced later.
