It should be reminded that the general partners (GPs - associés commandités) are jointly and severally liable for all the commitments of the common limited partnership (CLP - société en commandite simple). This will obviously not be the case for managers who are not GPs. As previously mentioned, managers who are not GPs are liable in accordance with the provisions of general law of liability (droit commun de la responsabilité).

The Managers’ Mandate (Excl. GPs) and Misconduct Committed During Management

General law of liability (droit commun de la responsabilité) provides that managers (who are not GPs) are liable vis-à-vis the CLP for the execution of the mandate they have received and for misconduct committed during their management.

Managers (excl. GPs)’ Joint and Several Liability to Third Parties and to the Company for Breaches of the Law and the Partnership Agreement

The managers (excl. GPs) are jointly and severally liable either:

1- towards the company; or

2- towards all third parties;

for any damage resulting from infringement of:

the law of 10 August 1915 on commercial companies as amended; or
the partnership agreement.

Discharge of Responsibility

The said managers will not be liable for infractions in which they have not taken part under two cumulative conditions:

if no fault is attributable to them; and
if they have denounced these infraction(s) to the Board of Managers and to the nearest general meeting of partners following the commission of the infraction(s).

References: Articles 310-1(1), 310-2, §2 & 441-9 of the law of 10 August 1915 on commercial companies as amended; #347-336* Management of a Common Limited Partnership - Introduction - CLP / SCS IV, May 4, 2021, Bertrand Mariaux; #344-333* What Is a Common Limited Partnership (CLP)? - CLP / SCS II, April 29, 2021, Bertrand Mariaux.

*Podcast #349

*YouTube Video 338*

Bertrand Mariaux, Avocat à la Cour, LL.M. (hons.)

Prestation de serment (Swearing-in oath): Luxembourg (2011), Certificat d’Aptitude à la Profession d’Avocat, École de Formation professionnelle des Barreaux de la Cour d’appel de Paris (2009), Bond University (LL.M. (distinct.), International Legal Practice, 2010), Université Sorbonne Paris Nord & University of Limerick (Master in European & International Law - major in economics, 2008), certified Expert in Microfinance (Frankfurt School of Finance & Management, 2015), social entrepreneurship (University of Oxford, 2015 & The Wharton School of Social Policy & Practice, 2014) and social & solidarity economy (International Labour Organization Academy - Social & Solidarity Economy, Organisation Internationale du Travail - Économie Sociale et Solidaire, 2017)

Contributor: Cédric Buisine, Avocat