The procedures to follow for replace the manager of an LLC are complex and require specific formalities. Foundation-company-ricard provides you with useful information to make this change : convening of a general meeting, publication of a legal notice, submission of a file to the CFE or to the registry of the commercial court. here are the main steps to respect :
When it comes to replace the manager of an LLC, the steps to be taken are complex and require a certain number of formalities. Foundation-company-ricard provides you with all the information you need to make this change in an appropriate manner: convene a general meeting, publish a legal announcement and file a file with the CFE or the registry of the commercial court. These are the main steps to be continued :
Reasons for a change of manager of an LLC
Le manager of an LLC may be forced to cease his duties for several reasons :
- End of term (when the manager has been appointed for a fixed period);
- Resignation (with notification to other managers or partners);
- Cancellation by the general assembly for a good reason (by one or more partners representing more than half of the shares, unless a greater majority is provided for by the articles of association);
- Conviction to a sentence resulting in prohibition to manage or a setting personal bankruptcy ;
- Death.
New appointment of the manager
In general, a general assembly meeting must be organized to carry out the appointment of a new manager for the SARL. This measure will be taken by the partners who own the majority of shares (unless a greater majority is mentioned in the articles of association) and will be recorded in a written document called the “minutes of the general meeting”.
Here is an example of a sentence to include in the minutes of the ordinary general meeting (or extraordinary if the manager is statutory):
Decision No. [number] – Replacement of the manager
The partners decide to appoint as new Manager [Identification of the new manager], whose address is [Address of the new manager], for a period [Unlimited or limited]. At the same time, the sole shareholder acknowledges the resignation of [Identification of the resigning manager] of his duties as manager notified on [Date of notification of resignation] ou of the death of [Identification of the deceased manager] occurred on [Date of death] ou the non-renewal of the mandate of [Identification of the manager whose mandate is not renewed].
[Identification of the new manager] will exercise its functions in accordance with the laws in force and the provisions of the articles of association. He also made it known in advance that he accepted these functions and that he was not subject to any measure or incapacity preventing him from exercising.
Attention, when the manager is named in the statutes, it is necessary to modify the article of the statutes concerned.
Notification of the change of manager of a SARL: distribution of a legal notice
The Tiers have to be informed of the change of manager of a SARL. This is why a diffusion must be done in a Newspaper of legal notices covering the department of registered office of the LLC, during the month following the date of the meeting.
THElegal notice to report the change of manager of a SARL must contain some essential information (for more details: model of legal announcement of change of manager of SARL): the corporate name accompanied by the acronym, the form of the company, the address of the registered office, the identification number of the company, the amount of the share capital, the mention RCS specifying the name of the city of the registry where it is registered and an indication of the changes made (former manager, new manager).
Formalize the replacement of manager: submit and submit a file to the business formalities center
Un package must be subscribed and sent to center of formalities companies (or at the registry directly or online). This must include several parts:
- Meeting minutes certified true by the manager;
- Copy of statutes updated, certified true to the original (if the manager was designated in the articles of association);
- Certificate of publication in a newspaper of legal announcements;
- Sworn statement of non-conviction and parentage of the newly appointed manager;
- Copy of both sides of the national identity card or valid passport;
- M3 SARL-SELARL form duly completed (an M2 form may be used instead of the M3 form if other modifications are made at the same time);
- Check payable to the registry of the commercial court for modification registration fee
When the manager is the majority shareholder, it is also necessary to complete the application form for affiliation under a non-salaried activity (TNS) and, if applicable, the Accre application form.
The replacement of the manager of a SARL can only be done under certain reasons (resignation, dismissal, end of term, conviction, death). It gives rise to the completion of special formalities which are less important when the company has only one partner (EURL).
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To read also on the subject of modifications to the statutes of SARL:
What is the procedure for changing the manager of an LLC?
A: The procedure to be followed to change the manager of a SARL is the same as that described by the Commercial Code for SARLs, namely: convening of the partners to an extraordinary general meeting, presentation and adoption of a resolution unanimously to appoint a new manager, filing of the modifications with the Registry of the Commercial Court, and publication of the modifications in a journal of legal announcements.
What is the term of office of the new manager of an LLC?
A: The term of office of the new manager of an LLC is determined by the partners and can be up to six years.
What are the responsibilities of a manager of an LLC?
A: The responsibilities of a manager of an LLC are multiple. He must manage the company, represent the company externally and in court, make decisions, manage the company's finances and taxes, and maintain a register of partners.
