The SARL can be managed by one or more individuals, associated or not..
The manager is the legal representative of the company and can carry out all management acts which are in the interest of the company.
The managers are appointed in the statutes or by collective decision of the partners. The decision to appoint managers during the company's life must be taken by a majority of the partners representing at least half of the company's capital.
And unless the statutes provide otherwise, the manager of the SARL is appointed for a period of four years.
The statutes may limit the powers of the manager or submit the making of certain decisions to the partners or the general meeting. Likewise, the law confers on the partners certain powers which are within their exclusive competence so that the manager cannot act in the place of the partners. Among these acts we can cite the decision to transform the SARL into another commercial form…
With regard to third parties, the manager is vested with the broadest powers to act in the name and on behalf of the company.
You should know that the company is bound by the actions of the manager which exceed the corporate purpose except for the company to prove that the third party knew that the acts exceeded the corporate purpose and that he could not have ignored it given the circumstances. .
The role of manager and his corporate mandate can be combined with an employment contract.
This accumulation is subject to certain conditions, namely:
- Effective employment;
- A distinction between salaried technical function and the function of general administration manager;
- A bond of subordination.
The role of manager may cease for several reasons:
- The arrival of the term.
- Revocation by the partners by decision taken by more than half of the shares
- Resignation
- Incompatibility, decline…
It should be noted that if the manager is dismissed without just cause, this revocation may give rise to the payment of damages. This also applies in the event of resignation without just cause, in fact the company can seek legal compensation for the damage it suffers.
