Le corporate officer by EURL is generally known as manager. He is appointed by the sole shareholder and has certain powers. In return, he can be remunerated. His mandate may end in certain circumstances. Here is a complete fact sheet on the manager of an EURL.
Appointment of the manager of an EURL
Le director of an EURL is chosen by the sole shareholder of the society. He can decide to assign himself the functions of manager or appoint someone from outside the company. When the sole shareholder is a legal person, it must appoint a permanent representative who will exercise the duties of manager on its behalf.
La appointment of the manager of an EURL is an act that must occur during the creation of the company. It must be formalized in writing. In the majority of cases, the manager is not designated in the articles of association (since a strict procedure must be respected in the event of a change of manager) but in a report of decision of the sole partner of the EURL.
Remuneration of the manager of a sole proprietorship with limited liability
The wages granted to an EURL manager are not not fixed by law. It is possible that this member of the corporate body carries out his work for free (that is to say that he is not paid) or not. Moreover, the means of calculation are also free. It can be a regular salary, a variable salary or a partly fixed and partly variable remuneration.
This is sole partner to make the decision to to define la remuneration of the manager of the EURL and he must absolutely record it in writing (in a decision report of the sole shareholder or in the EURL statutes).
Powers of the agent of an EURL
It's'constitutive Act which defines the attributions of the agent of an EURL. It is impossible to limit his powers by another document (for example a decision taken in assembly). If the manager violates his prerogatives, he is liable to the company and the sole shareholder (who can revoke him for a justified cause). It should be noted that any action undertaken in violation of the statutory stipulations governing its powers remains valid with regard to the party with which it has entered into a contract: the act is not void, unless the company demonstrates that the third party was aware of the excess of powers or could not have been unaware of it in the circumstances.
When the articles of association do not contain clauses restricting the powers of the manager, it is empowered to carry out all management acts in the interest of the company.
Legal status of the manager of an EURL
When the leader of the EURL is le sole shareholder, it is considered autonomous, i.e. it has the self-employed status (TNS). In this case, he pays social contributions which are calculated:
- Either on the amount of remuneration received as well as on the part of the dividends exceeding 10% of the capital and the average balance sheet of its current account if the EURL is subject to corporation tax,
- Or on the amount of its profit in the “social” sense if the EURL is subject to income tax.
If he does not receive a salary, minimum contributions must still be paid.
If you leader is someone else, he is considered as an employee from a social security perspective. He therefore pays contributions to the general scheme: his wages include employee contributions and employer contributions are due. If he is not paid, he is not registered and has no right to social protection. In addition, not all the provisions of the Labor Code apply to him (minimum wage, severance pay, right to unemployment, etc.).
End of the term of office of the manager of an EURL
There are several reasons why the role of an EURL manager may end. The first is the scheduled term in the deed of appointment. In this case, the manager will cease its functions on the agreed date. The second is the revocation by the sole shareholder for a valid reason or by the courts for a legitimate reason (at the request of the sole shareholder). The third is the possibility for the manager to to resign for a just reason. Finally, a personal impediment (death, incapacity, prohibition to manage, bankruptcy, etc.) can cause the termination of the functions of the manager of EURL.
If one end of term is pronounced, a new manager must be put in place.
The manager is the representative of an EURL. The terms of his mandate are generally detailed in the articles of association or in a separate document. In any case, they are determined by the decisions taken by the sole shareholder.
