Le director of an EURL Has specific rights whose limits and scope are defined in the statutes. Here is an overview of rights of the manager of EURL with regard to the sole shareholder and third parties as well as the consequences of overriding them.
Attributions of the manager of an EURL in relation to the sole shareholder
The powers of the manager with regard to the sole shareholder are defined in a clause of the EURL statutes. These attributions may be restricted, permitted with prior consent, or prohibited. Be that as it may, any stipulation on the powers of the manager of an EURL must imperatively be included in the articles of association (it is Impossible to foresee it in a other document, for example in the act of appointment of the manager of the EURL).
The manager may be vested with numerous prerogatives and has the right, for example, to carry out the transfer of the EURL head office in France by its sole decision, provided that the sole shareholder validates this modification subsequently.
If you manager exceeds his skills for some reason he incurs liability vis-à-vis the sole shareholder. The latter can sue him to claim compensation for the damage suffered (as well as the payment of damages) and can revoke for just cause, which leads to the termination of his functions as manager of the EURL.
In the absence of stipulation of the statutes framing the powers of the manager of the EURL, he can carry out all acts of management in the interest of society. Any decision should be beneficial to society. In addition, it is he who draws up the company's annual accounts and the management report.
When the sole shareholder fulfills the role of manager of his EURL, he must separate his personal assets from those of the company. In the event of breach of this obligation, he risks the sanctions provided for in terms of abuse of corporate assets. Any decision taken must be in the interest of the company and not for the benefit of his personal interests.
Attributions of the manager of an EURL towards other persons
With respect to third parties, terms which define the powers of the director of an EURL are not not applicable. This means that they do not have to be aware of it and that, even if they were aware of it, any action taken in violation of the statutory provisions remains valid (the EURL has contracted a commitment with the third party in question) and this even if the act in question does not fall within the corporate purpose.
The company may, however, terminate its commitment if it manages to prove that the third party was aware of the overrun of the corporate purpose or that it could not be unaware of it, given the circumstances. However, this proof is very difficult to provide in practice.
The attributions of the manager of an EURL are fixed by the statutes. Failing this, he can carry out all acts in the interest of the company. These terms are not opposable to third parties for whom all agreements remain validly concluded unless the act exceeds the corporate purpose and the third party was aware of it or could not be unaware of it.
To find out more about the manager of EURL:
