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The Court of Cassation recalls that from the date of his appointment, the new manager is authorized to represent the legal person in all acts of the criminal proceedings followed against him, regardless of whether this appointment has not yet been published in the register. trade and societies. Admittedly, according to Article L. 210-9, paragraph 2, of the Commercial Code , “the company cannot rely, with respect to third parties, on appointments and terminations of office […], as long as they are not ‘have not been regularly published’.

But, as noted in the appeal, the publication of the appointment of the manager, if it makes it opposable to third parties, does not constitute a condition of the existence of the power of the duly appointed manager to represent the company in court. Indeed, the question of the representation of the legal person prosecuted in the criminal proceedings does not concern the opposability to third parties of the decision appointing the manager.

Nice Lawyer, Grégory DAMY Corporate Law, RCS 2022