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How the SCI works
Sci operation
The partners organize the functioning of the SCI in the articles of association.
The manager
The SCI is represented by one or more managers appointed by the partners or in the articles of association. The latter determine the number of managers, whether they are partners or not, whether it can be a legal person, etc.
Note : the appointment and termination of functions of a manager is advertised in a newspaper of legal announcements, the RCS and BODACC.
The manager may perform all the management acts necessary for the company, unless the articles of association limit his powers. However, these clauses are unenforceable against persons outside the company.
Associates
The partners take collective decisions in meetings or sometimes by written consultation. It is necessary to hold at least one meeting per year.
The statutes set out the rules for convening, holding and voting in assemblies. They also set the number of votes of each partner. However, it is not possible to deprive an associate of votes.
Frequently, the number of votes is proportional to the shares held by the partner.
If the statutes do not set a majority for collective decisions, they must be taken unanimously by the partners. However, the manager is appointed or dismissed by a majority of the shares. It is therefore very useful to define decision-making rules within the assembly.
The decisions of the partners are recorded in a report, kept in a special register at the company's registered office.
Decisions amending the articles of association, appointing or term of office of a manager are published in a newspaper of legal announcements. They give rise to the modification of the RCS and are inserted in the BODACC.
The manager
The SCI is represented by one or more managers appointed by the partners or in the articles of association. The latter determine the number of managers, whether they are partners or not, whether it can be a legal person, etc.
Note : the appointment and termination of functions of a manager is advertised in a newspaper of legal announcements, the RCS and BODACC.
The manager may perform all the management acts necessary for the company, unless the articles of association limit his powers. However, these clauses are unenforceable against persons outside the company.
Associates
The partners take collective decisions in meetings or sometimes by written consultation. It is necessary to hold at least one meeting per year.
The statutes set out the rules for convening, holding and voting in assemblies. They also set the number of votes of each partner. However, it is not possible to deprive an associate of votes.
Frequently, the number of votes is proportional to the shares held by the partner.
If the statutes do not set a majority for collective decisions, they must be taken unanimously by the partners. However, the manager is appointed or dismissed by a majority of the shares. It is therefore very useful to define decision-making rules within the assembly.
The decisions of the partners are recorded in a report, kept in a special register at the company's registered office.
Decisions amending the articles of association, appointing or term of office of a manager are published in a newspaper of legal announcements. They give rise to the modification of the RCS and are inserted in the BODACC.
Good to know
The articles of association of the company may adapt its operating procedures to the particularities of its situation to take part in an SCI in accordance with the objectives they pursue.
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