Chapter VI: Sociétés en commandite par actions.

A société en commandite par actions, the capital of which is divided into shares, is formed between one or more general partners, who have the status of business persons and are indefinitely and jointly and severally liable for the debts of the company, and limited partners, who have the status of shareholders and bear losses only up to the amount of their contributions. The number of limited partners may not…

The first managing director or managing directors are appointed by the articles of association. They carry out the incorporation formalities for which the founders of public limited companies are responsible by the articles L. 225-2 to L. 225-16. During the existence of the company, unless otherwise stipulated in the Articles of Association, the managing partner(s) are appointed by the Ordinary General Meeting with the agreement of all the active partners….

The Articles of Association must provide for an age limit for the performance of the duties of managing director which, in the absence of an express provision, is set at sixty-five years. Any appointment made in breach of the provisions set out in the previous paragraph shall be null and void. When a managing director reaches the age limit, he shall be deemed to have resigned automatically.

The Ordinary General Meeting appoints, under the conditions set out in the Articles of Association, a supervisory board, composed of at least three shareholders. The supervisory board is composed with a view to achieving a balanced representation of women and men. On pain of nullity of his appointment, a general partner may not be a member of the supervisory board. Shareholders who are general partners may not participate in the…

The proportion of supervisory board members of each sex may not be less than 40%, at the end of the next general meeting called to vote on appointments, in companies which, for the third consecutive financial year, employ an average number of at least two hundred and fifty permanent employees and have net sales or a balance sheet total of at least 50 million euros. In these same companies, where…

The Articles of Association must provide for an age limit for the performance of the duties of Supervisory Board member applying either to all Supervisory Board members or to a specified percentage of them. In the absence of an express provision in the Articles of Association, the number of Supervisory Board members who have reached the age of seventy may not exceed one third of the Supervisory Board members in…

In companies meeting the criteria set out in I of Article L. 225-79-2, employees are represented on the supervisory board under the conditions set out in Articles L. 225-79-2 and L. 225-80. The amendment to the Articles of Association required to determine the conditions under which the Supervisory Board members representing the employees are appointed is adopted in accordance with the rules defined in this chapter. If the meeting of…

The ordinary general meeting may appoint one or more statutory auditors. Companies which, at the end of a financial year, exceed the thresholds set by decree for two of the following three criteria are required to appoint at least one statutory auditor: their balance sheet total, the amount of their sales excluding tax or the average number of their employees during the financial year. Even if these thresholds are not…

The manager is vested with the broadest powers to act in all circumstances on behalf of the company. In dealings with third parties, the company is bound even by acts of the manager that do not fall within the company’s object, unless it proves that the third party knew that the act exceeded that object or could not have been unaware of it in view of the circumstances, it being…

Any remuneration other than that provided for in the Articles of Association may only be allocated to the Executive Chairman by the Ordinary General Meeting. It may only be made with the unanimous agreement of the general partners, unless otherwise stipulated.