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20/05/2014 PROFILE > Conseil en formalités

Notice of the CCRCS: Limited Company with a sole member who is joint manager and not exempt from the BODACC publication

Any limited company "of which the sole member is personally responsible for management" is exempt from inserting a notice on the BODACC following entry on the RCS (article L.223-1 of the Commercial Code, amended by law no.2008-776 of 4 August 2008).

The terms and condition for this exemption are the object of decree n°2008-1488 of 30 December 2008 which completed article R. 123-155 of the Commercial Code indicating that any registration shall lead to insertion of a BODACC notice by a second paragraph drafted as follows: "However, insertion of a notice is not required in the event of registration of an SARL of which the sole member, a physical person, is personally responsible for management or a simplified joint stock company of which the sole member, a physical person, is personally the president".

In the framework of multiple managers of a limited company, is this exemption applicable?

No.

Indeed, in notice n° 2013-012 the coordination committee of the Trade and Companies Register indicates that "the requirement of a sole member, a physical person, who is "personally responsible for management" is not clearly fulfilled in the event of multiple managers". Exemption from insertion of a notice on the BODACC is not applicable to the limited company whose sole member, a physical person, is not sole manager.

Consult notice no. 2013-012 of the CCRCS.