The appointment of a manager is an important strategic step in the life of a company, which is why relevant rules must be followed. Indeed, if an appointment contradicts the law or the articles of association, it will be considered null and void and may lead to the paralysis of the company as well as to conflicts between partners. In this context, we will explain to you how the director of a company is appointed…
Who can run a company?
Any individual can take the position of a director as long as he or she respects the conditions governed by the law or sometimes required by the articles of association, i.e. the conditions of age, of professional aptitude, of non-accumulation with other functions and the partner status. Also, the manager of an LLC or Private Limited Company, as well as the CEO of a Limited Liability Company, must be a natural person, unlike SAS and SASU, which have the choice between natural and legal persons.
On the other hand, it should be noted that certain people exercising specific professions cannot be appointed as directors of a commercial company. These individuals include bailiffs, auditors, notaries, chartered accountants, lawyers, local or national elected representatives, civil servants and members of the government.
What formalities need to be completed?
To better understand the formalities to be completed and be enforceable against third parties, we recommend you get clarification on the appointment of a company’s director at leblogdudirigeant.com. You should know however that, first of all, the decision must be communicated to the Registry of the Commercial Court using the specific M3 form. To this must be added the minutes of the declaration, a power of attorney and any element likely to establish the identity and capacity of the new appointee to perform his duties. This appointment must also be published in a legal gazette and in the Official Bulletin of Civil and Commercial Announcements.
In conclusion, apart from the strategic decision involving the company and the business, the appointment of a director requires many formalities and checks.
How is the director of a company appointed?
Generally speaking, the director of a company is appointed by the ordinary general meeting of the partners. To this end, the verdict will be taken by a simple majority of all partners who hold more than 50% of the shares. Nevertheless, the first director is sometimes appointed by the articles of association. In this case, it must be ensured that these articles do not have to be amended for any change of management.
Furthermore, it is important to check that the number of appointed directors complies with legal or statutory requirements. For example, a simplified joint-stock company cannot have more than one individual as president. That said, it is important to be fully assured of the procedures to be followed, as the repercussions for the company may be impactful in the future.