cogérants

Cogérants, or co-managers, are individuals entrusted with the day-to-day management of a company under French law, most commonly in a société à responsabilité limitée (SARL). They are appointed by the partners and may be one person or several. When multiple cogérants are appointed, the statutes may specify whether they act independently or must act collectively for certain decisions.

Role and powers: Cogérants represent the company in its dealings with third parties and oversee administration and management. In ordinary administration, acts may be performed by each cogérant unless the statutes limit their powers. For acts outside ordinary administration or for significant decisions, the consent of the other cogérants or of the general assembly may be required, depending on the rules established in the articles of association.

Duties and liability: Cogérants owe fiduciary duties to the company, including loyalty, diligence, and good faith. They must avoid conflicts of interest and comply with applicable laws and regulations. They can be civilly liable to the company or to third parties for mismanagement, breach of duties, or acts beyond their authority; criminal liability can arise in cases of fraud or other criminal conduct.

Termination and succession: Cogérants are appointed for a term set in the articles or by decision of the partners and can be removed or replaced by a decision of the partners, subject to the statutory provisions. Their resignation, death, or incapacity typically triggers a replacement process. The precise rules depend on the statutes and applicable law governing the SARL.