The powers of the manager of an EURL can be interrupted in different ways. Some are linked to the personal decision of the manager (resignation for example), while others are imposed on him (revocation or expiry of the mandate). Here are the cases of termination of the powers of the manager of EURL in detail.
End of a manager's mandate
A manager may be appointed for a determined time. It's'appointment of the manager of an EURL which defines its mandate: the EURL statutes or a decision report of the sole shareholder (when the manager is not designated in the articles of association). In the absence of any stipulation on this point, the manager is hired for the duration of the company.
If a date is specified, the manager must cease his functions on the date fixed, without notice or specific leave. Without any other device inserted in the statutes, he has the possibility of representing himself in his succession. However, the sole shareholder has the option of appointing another person. In this case, he must replace the manager of his EURL.
Dismissal of the manager of EURL
Dismissal of the EURL manager by the sole shareholder
In an EURL, thesole shareholder holds the powers delegated to all the partners of the multi-person SARL. Thus, it is he who has the right to dismiss the non-partner manager. This practice is free, but if it is decided for no good reason or in abusive conditions, the manager may seek redress through legal action. For example, statutory clauses that limit the powers of the manager of the EURL may constitute a legitimate reason.
La decision of the sole shareholder of the EURL produces its effects as soon as it is acted upon. It is impossible to foresee retroactivity.
Judicial dismissal of the manager of the EURL
The sole shareholder can submit to the judge the dismissal of the manager not associated if he is able to justify a legal basis (non-compliance with the statutes, violation of its obligations, mismanagement, etc.). The request is materialized by the assignment of the manager and also of the EURL. In urgent cases, the judge can rule in summary proceedings.
Terminate the manager of an EURL
There is no specific legislation for terminate the manager of an EURL. This procedure is defined in the articles of association or in the deed of appointment, it is therefore essential to consult them to know the conditions under which a termination can be applied. When these criteria are not met, the manager may terminate his functions at any time, provided that he has a good motive (otherwise, the company could claim compensation if the breach results in damage).
Termination must be notified to the company without waiting for its acceptance. Then it will be considered effective.
Impossibility for the manager of the EURL to continue his duties
The manager may be personally affected by a situation that prevents him from exercising his mandate, this may be:
- a death,
- a ban on managing,
- a disability,
- personal bankruptcy,
- etc.
The termination of the functions of the manager of EURL may occur for different reasons such as resignation, non-renewal of mandate, dismissal or personal impediment.
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