In France, corporate officers have different titles depending on the company form. Their status differs from that of French employees meaning that French labour law does not apply to officers (it is merely the French Commercial Code and/or the Articles of Association of the concerned company).
Mandatory corporate officers of the three most common types of commercial companies are the following (from the most frequently incorporated to the least):
- a simplified limited liability company (société par actions simplifiée – “SAS”) must be represented by a President (président); if more corporate officers are needed, one or more General Directors (directeurs généraux) or other types of corporate officers can also be appointed (to be provided in the Articles of Association);
- a small limited liability company (société à responsabilité limitée – “SARL”) must be represented by a Managing Director (“MD”, gérant); co-MDs can also be appointed;
- a large limited liability company (société anonyme – “SA”) is represented by a General Director (directeur général), who can also be the Chairman of the Board of Directors. Up to five Deputy General Directors (directeurs généraux délégués) can also be appointed. A Board of Directors is also required, composed of 3 to 18 members (if the SA has a two-tier form, there is a Supervisory Board and an Executive Board, but this a very rare form so it will not be detailed in this Q&A).
Regardless of the company form, corporate officers must fulfil certain common requirements, of which the following:
- they must have legal capacity to act and not be prohibited by a court from managing a commercial company;
- they need not be a shareholder of the company, unless otherwise required by the Articles of Association;
- they are not required to be a French national or live in France (other than European Union nationals, those who wish to work and live in France must of course obtain a residence permit or a visa). Certain regulated sectors (e.g., banking, insurance, real estate, transport, telecom) will require additional conditions, such as specific diplomas, French language, etc;
- combining the mandate of a corporate officer with employee functions in the company is only possible subject to certain conditions (distinct technical functions, hierarchical subordination, distinct remuneration, etc). If the corporate officer also has an employment contract within the company, the situation needs to be double-checked from a legal point of view to ensure that the maintaining of both statuses is legally possible.
Other specificities vary depending on the company form, e.g.:
- appointment of a company as a corporate officer: this is possible in an SAS (unless specified otherwise in the Articles of Association) but prohibited in an SARL. Companies can be Board members in an SA, but the General Director must be an individual. If a company is appointed as a corporate officer, its own officers are subject to the same conditions and obligations and incur the same civil and criminal liability as if they were corporate officers in their own name, without prejudice to the joint and several liability of the company they manage;
- age limits of corporate officers: no statutory age limit exists in an SAS or in an SARL (but can be provided in the Articles of Association). Age limits are however mandatory in an SA: 65 years old for General Directors and 70 years old for Board members (Articles of Association can change these limits but not remove them);
- the Articles of Association can add additional prerequisites to appointments, such as requirements for a specific training or degree, or include restrictions regarding holding multiple corporate mandates (e.g., for an SA, there are certain restrictions in holding corporate mandates in several companies at the same time).