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Can the manager of an SCI do anything or do anything?

Express Roularta Editions / thinkstock

Focus on the extent of the power of a SCI manager and its social, civil, criminal and fiscal responsibility). An excerpt from the book "Create and manage your SCI", by Christian Micheaud, published by Express Roularta Editions.

When you are a partner or manager of an SCI, it is important to know in detail the powers and the degree of responsibility of the manager. To learn more, here is an excerpt from the book "Create and manage your SCI", Christian Micheaud, edited by Express Roularta Editions.

1. The powers of the manager of an SCI

Scope of the powers of the manager.

"In relations with third parties, the manager commits the company by the acts falling within the object", specifies the article 1849 of the civil code. The main limitation on the powers of the manager therefore lies in the object of the company. For example, if the purpose of the corporation is exclusively for the acquisition and management of a property, the law does not give the manager the power to sell the property. In the absence of a specific clause of the bylaws extending its powers to the sale, the manager who wishes to sell must therefore seek prior agreement from the partners. If one sticks to the usual object of SCI, namely the acquisition and the administration of real estate, the powers of the manager concretely relate to the following operations:

- the acquisition of real estate and, for its financing, the loan with the mortgage assignment of the property as security for the loan;
- rental of the property, collection of rents, payment of expenses, tax declarations;
- for the purposes of the fulfillment of the corporate purpose, the opening of a bank account, the keeping of accounts, the awarding of contracts for works necessary for the maintenance of the property of the company, etc .;

TO NOTE.

The manager of an SCI must expect to have to prove to the third party contractors with the SCI, in addition to his capacity as manager, that he acts well within the scope of his powers. For that, the notary, in case of acquisition, or the bank, in case of loan, will ask him to produce a copy of the statutes to verify that the social object allows him to buy and to borrow. In case of doubt, they will ask him for a special deliberation of the partners.

Statutory restrictions of the powers of the manager.

"In the relations between partners, the manager of an SCI can perform all acts of management that the interest of the company", says article 1848 of the civil code, not without specifying that the statutes can restrict the powers of the manager. But these restrictions have no effect on third parties. Accordingly, an act in accordance with the corporate purpose is not invalid but prohibited to the manager by a restrictive clause of the articles of association. The company is committed to the co-contracting party, except to show bad faith. However, the partners have a liability liability against the manager.

2. The liability of the manager of an SCI

Social responsibility of the manager of an SCI

Article 1850 of the French Civil Code is explicit: "Each manager is individually liable to the company and to third parties, either for breaches of laws and regulations, or for the violation of the statutes or for mistakes in his management. have participated in the same acts, their liability is solidary with regard to third parties and partners, but in their relations with each other, the tribunal determines the contributory share of each in the repair of the damage. "

Civil liability of the manager of an SCI

Any person, partner or third party to the manager, may ask for compensation. The simplest example is that of a manager who does not revise the rents of the property rented by the company or which, more seriously, neglects to recover them. The company would then be entitled to claim damages for the damage suffered.

Criminal liability of the manager of an SCI

Still in the area of ​​leasing, personally incurs criminal sanctions the manager who would be guilty, for example, of the crime of discrimination in the choice of a tenant. The manager also incurs criminal liability in case of fraud or breach of trust, both with regard to third parties and to the partners.

Tax liability of the manager of an SCI

Article 267 of the Book of Tax Procedures provides that the manager who has intentionally prevented the recovery of tax due by the SCI may be held personally liable for the payment of such tax.