A company's legal representative is the person vested with the power to legally represent the company and bind it in its relations with third parties. This role is essential, as it embodies the corporate will of the company and constitutes the interface between the company and its economic, administrative and legal environment. In Morocco, the appointment and duties of the legal representative differ according to the legal form of the company, but all have a precise legal basis.
In a limited liability company (SARL), The Moroccan Commercial Code, in particular articles 63 to 75, stipulates that the company is managed by one or more managing directors, who are considered to be the company's legal representatives. They are empowered to act in all circumstances on behalf of the company, unless expressly limited by the articles of association. Their mission covers both day-to-day management and representation of the company in dealings with the authorities, contractual partners and the courts.
In a public limited company (SA), Articles 65 et seq. of Law 17-95 on public limited companies stipulate that representation is provided by the Chairman and Chief Executive Officer, the Managing Director or the Chairman of the Management Board, depending on the form of governance adopted. The legal representative binds the company by his or her signature, and is responsible for ensuring that all decisions taken comply with the company's interests and the provisions of the law and the company's articles of association.
The legal representative also bears a special responsibility in terms of civil and criminal. Under Articles 352 et seq. of the French Commercial Code, directors may be held civilly liable in the event of mismanagement causing damage to the company or to third parties. Under criminal law, directors may be prosecuted for offences relating to corporate management, such as misuse of corporate assets, distribution of fictitious dividends or failure to keep proper accounting records.
Beyond the legal aspects, the legal representative also assumes a strategic role. They must defend the company's interests, ensure its long-term viability, and ensure compliance with tax, social and commercial regulations. He or she is also responsible for ensuring transparency vis-à-vis associates and shareholders, notably through the preparation of management reports and the communication of corporate documents at general meetings.
In short, the legal representative is at once an operational manager, a legal representative and a person answerable to the law. His or her role demands rigor, loyalty and vigilance, since any negligence or bad faith can engage not only the company but also his or her personal liability.
At Auditia, we support managers and legal representatives in all their legal, tax and accounting obligations, in order to secure the management of their company. Contact us today to benefit from our expertise and guarantee your company's compliance.
