French Commercial code
In forceThe limited liability company is managed by one or more natural persons.
The managers may be chosen from outside the partners. They are appointed by the partners, in the Articles of Association or by a subsequent deed, under the conditions provided for in Article L. 223-29. Under the same conditions, the mention of a manager's name in the Articles of Association may, in the event that the manager's duties are terminated for any reason whatsoever, be deleted by a decision of the shareholders.
In the absence of provisions in the Articles of Association, they are appointed for the duration of the company.
In relations between partners, the powers of the managing partners are determined by the Articles of Association, and in the absence thereof, by Article L. 221-4.
In dealings with third parties, the Executive Chairman is vested with the broadest powers to act in all circumstances on behalf of the company, subject to the powers that the law expressly assigns to the shareholders. The company is bound even by the acts of the manager that do not fall within the corporate purpose, unless it proves that the third party knew that the act exceeded that purpose or could not have been unaware of it given the circumstances, it being excluded that the mere publication of the articles of association is sufficient to constitute such proof.
Clauses in the articles of association limiting the powers of the managing partners that result from this article are unenforceable against third parties.
Where there is more than one managing director, they shall hold the powers provided for in this article separately. Opposition by one manager to the acts of another manager is ineffective against third parties, unless it is established that they had knowledge thereof.
The transfer of the registered office to French territory may be decided by the manager or managers, subject to ratification of this decision by the shareholders under the conditions provided for in Article L. 223-29.
Under the same conditions, the managing partner may bring the articles of association into line with the mandatory provisions of the law and regulations.
Where company shares have been the subject of a lease agreement pursuant to Article L. 239-1, the managing partner may include in the articles of association a reference to the lease and the name of the lessee alongside the name of the member concerned, subject to ratification of this decision by the members under the conditions provided for in Article L. 223-29. It may, under the same conditions, remove this reference in the event of non-renewal or termination of the lease.
