The status of company director: everything you need to know

The responsibilities of a company director depend on the company's the company's legal status. In certain circumstances, they are referred to as "partners","capital contributors" or even "co-owners".

Naturally, we need to distinguish between the notion of manager and that of owner. The owner is a key player, responsible for managing the company's day-to-day affairs. They also have the power to bind the company to third parties.

Let's find out everything you need to know about the role of the company director.

What are the roles and powers of a company director?

We need to distinguish between two categories of manager.

If your company is a SARLor a EURL or a SCIthe manager is called the "gérant". He or she is empowered to represent the SARL, sign contracts and bind the company to third parties. His or her prerogatives may be explicitly defined in the company's articles of association. In SCIs and SARLs, it is possible to appoint several managers.

If your company is a SAS or a SASUthe director is called the "Chairman". A true captain of the ship, he or she is in charge of steering the company's day-to-day operations and assumes the responsibility of legal representative.

He may be assisted by a Managing Director, focused on operations. In this case, the Chairman may decide to focus solely on corporate strategy. The Chairman of an SAS is appointed by the company's partners.

How is a company director remunerated?

The majority of corporate executives receive compensation for their work. The granting of remuneration and the determination of its amount are governed by law. The decision must be taken by the shareholders, if applicable, following a vote.

It should be remembered that it is not compulsory to include the amount of the executive's remuneration in the company's articles of association. The amount is freely determined by the shareholders. Directors may also waive their right to remuneration.

What is the social security system for company directors?

The social security system applicable to company directors depends on the legal status of the company. In the case of a SAS or SASU, they are covered by the general social security system.

In the case of a SARL (limited liability company) in which the manager has a majority interest, or a SCI (non-trading property company), the manager is covered by the social security for the self-employed. This system limits the amount of social security contributions to be paid, but also offers inferior social security protection.

Directors are not affiliated to any social security scheme if they receive no remuneration.

What is a company director's responsibility?

The director of a company is civilly liable for the faults he or she commits.

This is particularly the case in the event of a breach of the Articles of Association, mismanagement, failure to comply with insolvency law or serious misconduct that has harmed the interests of creditors or shareholders.

Company directors may also be held criminally liable for misuse of corporate assets, distribution of fictitious dividends, misrepresentation of accounts, bankruptcy, concealment of assets, fictitious bookkeeping or concealment of documents. These offences are punishable by heavy fines.

How can a company director resign?

A company director is free to step down whenever he or she wishes. They are not required to justify their choice to the shareholders.

The dismissal of an executive is another case in point. This may be decided by a vote of the company's shareholders. The company 's bylaws may set out the terms and conditions for the dismissal of a director.

The manager's departure must be recorded in minutes signed by the company's partners. A new director can be appointed after approval by the majority of partners. All these administrative formalities can be carried out directly online with Infogreffe.

The days of a company director are always busy. Managing the day-to-day running of a business is time-consuming, and leaves little time for all the statutory administrative formalities.

To lighten their daily workload, many company directors turn to a domiciliation company. In addition to providing them with a prestigious head office address, the company also offers a range of services designed to lighten their daily workload (administrative and legal assistance, switchboard, daily mail handling, meeting room rental, etc.).

With SeDomicilier, it only takes five minutes to obtain your certificate of domiciliation! All your services are accessible from a personalized, secure platform!