Le SARL manager holds specific powers within the framework of its attributions, we are going in this post to dissociate two types of relations: the rights vis-à-vis the shareholders and the authorizations vis-à-vis third parties and approach the limit linked to the corporate purpose of the business. Here are the principles to know about authorizations from the SARL manager.
Powers of SARL managers vis-à-vis partners
First of all, and regardless of what is provided by the partners in the articles of association, the capacities of the SARL manager are governed by the corporate purpose of the company. When the manager performs an act outside the corporate purpose of the company, his civil liability may be engaged.
Added to this are the limits established by the texts: certain prerogatives are thus attributed to other organs of the SARL. Any decision taken by the manager in violation of these limits may be declared void or incur liability.
Example : the right to modify the articles of association of the company belongs to the community of partners.
Exceptionally, the articles of association may provide that the manager has the power to transfer the registered office of the company to the same department or to a neighboring department, subject to ratification by the next meeting.
Then all the decisions taken by the manager of the SARL must be in accordance with the social interest of the company, that is to say, be beneficial to him. Decisions by the manager that are of no use to the company are likely to be qualified as mismanagement and therefore to incur manager's liability.
Please note: : the corporate interest should not be confused with the corporate purpose, a decision falling within the corporate purpose of the company may therefore be contrary to the corporate interest of the latter.
The partners define in the statutes the powers granted to the management of the SARL, as well as the distribution of these between them in the event of a plurality of managers.
It is possible to divide the powers between the partners and the manager or to limit them by requiring prior authorization from the partners to perform certain actions. If the manager does not comply with the statutory provisions, he risks incurring his civil liability in the event that the company suffers damage.
Example : the articles of association may provide that the manager may enter into rental contracts provided that he obtains the prior agreement of the partners to enter into the contract.
The articles of association generally provide for this restriction for the following cases: mortgages, pledge of goodwill, contributions to companies, subscription of loans, conclusion of commercial leases, etc.
To be valid, the provisions provided for by the partners, apart from those provided for by the Commercial Code, must definitely be in the statutes of the LLC and not in a separate act.
The attributions of the manager of a SARL with regard to third parties
With regard to relations with third parties, the manager of an LLC has broad power to act on behalf of the company in any situation. Even if the articles of association limit the powers of the manager, this has no effect on bona fide third parties.
Within a limited liability company, it is the manager who holds the prerogatives of representation of the company with regard to third parties, whether associated or not. In addition, a delegated authority may be empowered to bind the company for specific actions.
The power to commit the company is effectively granted to the manager from the publication of the appointment of the manager of SARL.
Please note: : The powers of the SARL manager are similar to those of the president of SAS vis-à-vis third parties.
Restriction of the powers of the SARL manager in relation to the corporate purpose
When the manager subscribes to an act that is not part of the corporate purpose, the company remains committed vis-à-vis third parties unless it demonstrates that the latter were aware of this situation or could not ignore it given the circumstances.
The limitations of the powers of the SARL manager set out in the articles of association
The clauses of the articles of association which limit the power of the manager are without effect with regard to third parties, even if the latter are informed. The company therefore remains committed but it can however sue the manager for the violation of a statutory provision.
The case of multiple managers in LLCs
When several managers are appointed and in the absence of contrary statutory stipulations, the latter separately have the broadest powers to act in all circumstances in the name of the company.
If the statutes restrict the powers and distribute them among the managers, this has no impact on third parties and the company is committed. However, it may turn against the manager responsible for the company's commitment.
