The public limited company is a limited liability company governed by articles 385 and following of the uniform act relating to commercial companies and economic interest groups.
It is a company that can be administered in two ways:
– Either by a Board of Directors
– Either by a General administrator
1- SA with a Board of Directors
When there is a Board of Directors, the Uniform Act provides for two modes of governance:
- Either the company is managed by a Chairman and Chief Executive Officer (CEO), possibly assisted by one or more Deputy General Directors. The main role of the Board of Directors is to ensure a strategic mission and a control mission; it is responsible for determining the company's guidelines and ensures their application;
- Either the company is managed by a Chairman of the Board of Directors and a Managing Director.
According to the provisions of the uniform act, the Board of Directors must be composed of three shareholders at a minimum and twelve shareholders to the maximum. These directors may not be shareholders of the company. We draw attention to the importance of having a Board of Directors with an odd number to facilitate decision-making and avoid blockages.
The first directors are named in the statutes or during the course of corporate life.
The duration of their mandate cannot exceed 2 years if they were appointed when the company was formed and 6 years if they were appointed during social life.
The statutes establish the terms of election of directors.
The Chairman of the Board of Directors chairs the meetings of the Board of Directors, reports to the shareholders' meeting, and ensures the proper functioning of the company's bodies. When there is a CEO, he chairs the Board of Directors and shareholder meetings.
The PCA and the CEO can benefit from remuneration set by the community of partners. They are also revocable for just cause.
Managers can also be linked to the company by an employment contract provided that the work is effective.
2- The SA with General Administrator
The General Administrator ensures the management and administration functions of the company1.
The uniform act specifies that this mode of administration concerns SAs which have a number of directors less than or equal to three shareholders.
The General Administrator chairs general meetings of shareholders and represents the company vis-à-vis third parties.
This can be designated in the statutes or during the life of the company by the ordinary general meeting for a maximum duration of 6 years if he was appointed during social life and 2 years if it has been designated by the statutes.
He represents the company towards third parties and acts on its behalf. The company is thus committed to third parties by the acts of the General Administrator even if they go beyond the corporate purpose.
He may be held civilly and criminally liable.
The General Administrator may be linked to the company by an employment contract provided that this corresponds to actual work. But you should know that this employment contract is subject to authorization by the general meeting under penalty of nullity.
The amount of remuneration and the terms of payment thereof are set by the general meeting under penalty of nullity.
Role of Directors in an SA
The public limited company is a limited liability company governed by articles 385 and following of the uniform act relating to commercial companies and economic interest groups.
The limited company can be administered in two ways:
- Either by a board of directors
- Either by a general administrator
Here we will look at:
- The limited company with board of directors
The uniform act provides that the board of directors may be composed of three members at least and of twelve administrators to the maximum2
The directors of the limited company play an important role in the decision-making of the company. They are responsible for controlling the management of the company.
Thus, the president and general manager, the deputy general manager, the chairman of the board of directors and the general director are appointed and dismissed by the board of directors.
The directors of the limited company also have the power to authorize regulated agreements likely to occur between the company and its governing bodies or its shareholders.3. Likewise, they are authorized to authorize the subscription by the company of sureties, endorsements and first demand guarantees for the benefit of third parties, in accordance with the provisions of article 449 of the AUSCGIE.
The limited company with a General Administrator
The uniform act provides that the limited company can be administered by a general administrator when it is composed of a number of shareholders less than or equal to three shareholders.4.The general administrator carries out administrative and management functions under his responsibility.
This can be designated in the statutes or during the course of corporate life by the ordinary general meeting.
- Mandate's duration
When he is designated by the statutes his mandate cannot exceed 2 years and when he is appointed during the company's life his mandate cannot exceed 6 years.
- Powers and responsibilities
He represents the company towards third parties and acts on its behalf. The company is thus committed to third parties by the acts of the general administrator even if they go beyond the corporate purpose.
He may be held civilly and criminally liable.
- Remuneration of the general administrator
The general administrator may be linked to the company by an employment contract provided that this corresponds to actual work. But you should know that this employment contract is subject to authorization by the general meeting under penalty of nullity.
The amount of remuneration and the terms of payment thereof are set by the general meeting under penalty of nullity.
