Company officer
Person who represents and administers a company. Their appointment and the end of their duties are published in the BODACC and recorded in the register.
Definition
The director is the person who legally represents the company and makes management decisions on its behalf. The title varies according to the legal form: chairman or chief executive officer of a public limited company or a simplified joint-stock company, manager of a limited liability company or a civil-law company, director within the board of directors.
The director is not necessarily a shareholder, nor paid. What defines them is the corporate mandate, which authorizes them to bind the company towards third parties. Any appointment, renewal and termination of duties are entered in the trade and companies register and published, so that third parties know who may contract on behalf of the company.
The status of director entails obligations. They must act in the corporate interest, comply with the articles of association, declare changes and file the accounts. They also incur liability: civil liability towards the company or third parties, tax liability for certain debts, and criminal liability in the event of an offence. Insolvency law also provides for specific penalties where the management has worsened the situation.
What publication makes it possible to verify
Who represents the company
The published notices state the identity of the company officers, their capacity and the date of their appointment. A client or a supplier can therefore verify that they are dealing with a duly authorized person, without relying on an oral statement.
When the mandate changed
Successions of company officers are traced over time. A change of manager, a revocation or a resignation are published, which makes it possible to know from what date a new representative was binding the company.
Liabilities and penalties
Ordinary-law liability
The director is liable for faults committed in the management of the company, towards the company, the partners and sometimes third parties. Liability for insufficient assets may be imposed on the director where his fault contributed to the worsening of the liabilities, and an action to make up the shortfall may be brought.
Management bans
The court may impose personal bankruptcy or a management ban on a director who has failed to fulfil his obligations. This decision is published in the BODACC, which makes it enforceable and prohibits the person concerned from managing a company for the fixed period.
Frequently asked questions
How can you find out who runs a company?
The directors appear in the trade and companies register and on the registration certificates. Appointments and terminations of office are published in the BODACC, which gives a date to each change.
Is a director liable for the debts?
The company is liable for the debts with its own assets. The personal liability of the director requires a fault, a personal guarantee or a specific legal provision, in particular in tax matters or in the event of insufficient assets.
Can he run several companies?
Yes, unless there is an incompatibility, a current ban on managing or a statutory limit on the number of directorships. Certain public or regulated positions are also incompatible with the management of a commercial company.