CAN THE MANAGER OF A SOCIÉTÉ CIVILE DECIDE ALONE TO SELL A PROPERTY OWNED BY THE COMPANY?
A société civile (non-trading company) that is duly registered in the Trade and Companies Register is a legal entity with the capacity to sell.
It is the company's manager who has the power to sign the deed of sale for a property owned by the company.
Under the terms of article 1849 of the French Civil Code, the managing director commits the company to acts that fall within its corporate purpose.
You will need to read the SCI's Kbis extract to identify who the managing director is. It is advisable to refer to a recent document, i.e. one that is less than three months old.
Once the manager has been identified, the Articles of Association (and any amendments to them) need to be analysed. In particular, you should look at the clause relating to the company's objects and the clause relating to the manager's powers.
If the sale of real estate is included in thecorporate purpose, the managing partner will have the power to bind the company. If this is not the case, the sale of the property held by the SCI will only be possible if all the shareholders vote in favour, by the majority required to amend the Articles of Association.
It will then be necessary to analyse the clauses in the Articles of Association limiting the powers of the manager.
In most cases, the managing partner will have the broadest powers to sign acts that fall within the company's objects. For example, if provision is made for the sale of assets held by the company, the managing partner will often be able to sign the deed of sale alone.
However, the partners may have included a different clause in the articles of association, requiring that the managing partner may only sign a deed of sale of assets held by the company with the authorisation of the partners.
If the partners' authorisation is required to allow the managing partner to sign the deed of sale of an asset held by the company alone, it would be prudent to obtain and send to the notary a copy, certified as true by the managing partner, of the resolution of the general meeting authorising him to sign the deed of sale alone.
What if the sale is of the only property held by the SCI ?
In such a situation, the utmost caution should be exercised, as there is a divergence in case law.
As a precaution, and to avoid any risk of dispute, either all the partners should be required to sign the deed of sale, or the manager should be required to sign, having been authorised to do so by the meeting acting by the majority required to amend the articles of association.
