In EURL,sole shareholder exercises the functions which are ordinarily carried out by a group of shareholders of an LLC. He makes resolutions which can transform the EURL or his legal aspects. here are the areas of competence of the sole shareholder and the procedure for its decisions.
In EURL,sole owner exercises the powers usually held by all the members of an LLC. He makes is which can change the EURL or his legal characteristics. here are the sole proprietor's areas of expertise and how to take decisions.
Powers related to the sole shareholder of an EURL
THEsingle individual at the head of an EURL has the same competence as that which is given to an assembly of partners in the event of a plurality. This ability is transferred to the unique person. He is in his sole power to make a decision, and cannot delegate it. A third party can then request the annulment of this decision.
The sole shareholder's decision-making may concern the operation of the company (choice of manager, remuneration, the limitation of attributions and replacement), the statutes (thesocial object, name, capital, longer term,, etc.) or even their existence (it can cause a dissolution of the EURL).
Decision-making process of the sole shareholder of an EURL
THEsole shareholder of an EURL makes decisions in the form of unilateral choices. Being alone to make a decision, there is no quorum or majority requirement.
If the sole shareholder is also the manager of the EURL, he can immediately take a decision which will be recorded in a specific register and initialed by the judge of the commercial court, the judge of the district court or the mayor of the municipality of the registered office or a deputy mayor. Otherwise, any person concerned may request the cancellation of the decisions taken.
In the event that the manager is a person other than the sole shareholder, the latter may only take a decision on the basis of a investigation report previously established by the manager. After learning about it, he will make his decision and record it in a sole shareholder's decision report.
In all his decision-making, the sole shareholder of an EURL must take care to protect the interests of the company. In addition, he must make sure not to mix the assets of the company with those that are personal to him.
Communication of decisions taken by the sole shareholder of an EURL
The is that affect the EURL regulations or composition of management (replacement of the manager of the EURL) are subject to communication procedures. To this end, a legal announcement must be published in a newspaper authorized to broadcast it. The aim is to warn third parties who are in direct or indirect contact with a modification of the statutes of the EURL or any modification of person who has the power to contract for the EURL. In addition, a file must be compiled and sent to a specific organization so that the information appearing in the trade and companies register is updated.
Here are some examples of decisions that lead to a modification of the articles of association:
Finally, it is the sole partner who confirms the annual accounts and makes a decision to affect the result of the exercise. He must then file them with the registry of the commercial court within one month of the approval decision (this period is extended to two months if the accounts are filed via the Internet). He must make a management report unless he is also the manager of the EURL and the company does not exceed two of the following three thresholds:
- €4 total balance sheet,
- €8 in turnover,
- 50 employees.
In addition, small EURLs may request the confidentiality of the annual accounts they file.
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The sole shareholder of an EURL decides unilaterally. He exercises all the powers that are normally attributed to the multiple partners of an LLC.
