Chapter II: Civil society

The company is managed by one or more persons, who may or may not be partners, appointed either by the Articles of Association, by a separate deed or by a decision of the partners. The Articles of Association lay down the rules for appointing the manager or managers and the way in which the management is organised. Unless the Articles of Association provide otherwise, the manager is appointed by a…

Except in the cases referred to in article 1844-7, the company comes to an end by early dissolution, which may be ordered by the court at the request of any interested party, where it has been without a manager for more than one year.

The appointment and termination of office of the managing partners must be published. Neither the company nor third parties may, in order to avoid their commitments, rely on an irregularity in the appointment of the managing partners or in the termination of their office, provided that these decisions have been regularly published.

If a legal entity acts as managing director, its directors are subject to the same conditions and obligations and incur the same civil and criminal liability as if they were managing directors in their own name, without prejudice to the joint and several liability of the legal entity that they direct.

In relations between partners, the manager may perform all acts of management required by the interests of the company. If there are several managers, they exercise these powers separately, except for the right that belongs to each of them to oppose a transaction before it is concluded. All this, in the absence of provisions in the Articles of Association on the method of administration.

In dealings with third parties, the managing partner binds the company by acts falling within the corporate purpose. If there is more than one managing partner, they hold the powers provided for in the previous paragraph separately. Opposition by one manager to the acts of another manager is without effect with regard to third parties, unless it is established that they had knowledge thereof. Clauses in the articles of association…

Each manager is individually liable to the company and to third parties, either for breaches of laws and regulations, or for breaches of the Articles of Association, or for faults committed in his management. If several managers have participated in the same acts, they are jointly and severally liable to third parties and to the partners. However, in their relations with each other, the court determines the contributory share of…

Unless otherwise provided for in the Articles of Association, the Executive Chairman may be dismissed by a decision of the shareholders representing more than half of the shares. If dismissal is decided without just cause, it may give rise to damages. The managing partner may also be dismissed by the courts for just cause, at the request of any partner. Unless otherwise stipulated, the dismissal of a managing partner, whether…