The dismissal of the manager of SARL is possible under certain conditions. This decision, taken by the partners or by the courts, has the effect of terminating his functions and his corporate office. Foundation-company-ricard deals in this dossier with the resignation of the manager of SARL.
It is in an ordinary general meeting that the partners of a limited liability company may decide to end function of their manager. There termination is then spirit. However, it may give rise to compensation if it is not based on legitimate causes.
If there are several managers, one of them can invoke the associates or ask their opinion by mail to consider the resignation of another manager. If the position is occupied by only one manager, the latter cannot take the initiative to seek the opinion of the partners. In this case, the latter must then seize the president of the commercial court so that he appoints a representative to bring them together. They can't themselves call at an assembly.
The dismissal of the SARL manager is adopted by partners holding more than half of the shares. However, the statutes may provide for a larger majority, without requiring unanimity. In the event of a second consultation, the decision requires a majority of the votes cast. Furthermore, if the articles of association do not contain no restriction, manager partner of the SARL has the right to take part in the vote regarding his dismissal. In this case, the partners are not authorized to revoke it and must turn to legal proceedings.
The dismissal of the manager applies from the moment the decision is taken by the partners. However, the revocation cannot have retroactive effect. It may give rise to the allocation of damages if she :
Please note: : the law expressly authorizes the partners of SARL to dismiss their manager, which is not the case for the dismissal of the president of SAS.
Un shareholder may, regardless of the number of shares he holds, submit a revocation request close to courts. He must, for this, contact the The Commercial Court.
No clause in the articles of association can limit or prohibit a shareholder from requesting the judicial dismissal of the manager of a SARL.
This request must be motivated by a justified reason compared tointerest of society. Different grounds can be considered as a “justified reason” under the law. For example :
When the revocation must intervene quickly, the president of the commercial court can take a decision emergency.
The procedure to be followed to dismiss the manager of an LLC is as follows:
1. The shareholders must adopt a resolution by a majority of 2/3 of the votes to decide on the dismissal of the manager.
2. The resolution must be notified to the manager by registered letter with acknowledgment of receipt.
3. A new resolution must be adopted by a majority of 2/3 of the votes to appoint a new manager.
An official document, called a "shareholder resolution", is necessary for the dismissal of the manager of an LLC. This resolution must be adopted by a majority of 2/3 of the shareholders' votes and notified to the manager by registered letter with acknowledgment of receipt.
The consequences of the dismissal of the manager of an LLC are as follows:
1. The manager loses his powers and responsibilities with regard to the SARL.
2. A new manager must be appointed by the shareholders.
3. The new manager may be a shareholder or a non-shareholder.
