SNC: what is the representative power in court of the group of members?
lun., 17 févr. 2014 09:23:00 +0000
In the case of partnerships (SNC), "all members are managers, notwithstanding any stipulation to the contrary in the articles of association which may appoint one or more managers, whether or not members, or make provision for the appointment by a subsequent deed. " (Art. L. 221-3 of the Commercial Code).
In its ruling of 22 October 2013, the Court of Cassation rejected the request by a company supposed to be represented in court by another company previously appointed unanimously by members. Concerning the company having lodged the appeal, the "KBis certificate [mentions two physical persons] as joint managers and non members of the company". The judges indicated that the "articles of association of the company did not confer the capacity of manager to each member". Consequently, "only joint managers had the power in their capacity as legal managers, to confer to a third party the right to represent or commission representation of the company in court".
The delegation of powers should have been conferred by the manager and ratified unanimously by members.