Commandités

Commandités is a term used in French corporate law to designate the general partners in a commandite partnership, notably in the forms called sociéte en commandite simple (SCS) and sociéte en commandite par actions (SCA). The commandités are responsible for managing the business and for the debts of the partnership, bearing unlimited liability. They hold day-to-day control and authority to bind the partnership in ordinary and extraordinary operations.

In contrast, commanditaires are the limited partners who contribute capital but do not participate in day-to-day management. Their liability is limited to the amount of their contributed capital, provided they refrain from taking part in the management of the business. If a commanditaire engages in management to an extent that characterizes them as a general partner, their limited-liability protection may be compromised and they could incur unlimited liability.

Formation and governance: A partnership agreement or articles of association set out each partner’s contributions, profit shares, and management rights. In both SCS and SCA structures, the commandités handle governance and operational decisions, while commanditaires typically retain voting rights on major actions or on specific reserved matters, as defined in the partnership agreement.

Taxation and liability: Tax treatment varies by jurisdiction, but these entities are commonly treated as transparent for tax purposes, with profits allocated to partners and taxed at their level rather than at the entity level. Some jurisdictions offer options for corporate taxation under certain conditions or elections.

Overview: The commandité structure blends active management by general partners with passive investment by limited partners, a model used to attract capital while preserving operational control with the commandités. The form has historical roots in French commercial law and remains present in various civil-law jurisdictions.