SARL manager: repayment of unauthorised remuneration can be sought in summary proceedings

October 2026 · By Maître Louis LAZARD

Can the payment by an SARL manager of remuneration not authorised by the articles of association or by a shareholders’ decision be challenged before the summary judge, in order to have the manager ordered to repay, on an interim basis, the sums unduly received?

Cass. com. 11 March 2026, no. 24-15.111

Facts

Two shareholders set up an SARL in 2019 with equal shares, one of them acting as manager. The non-managing shareholder later discovered that, since 2020, the manager had paid himself €139,527.02 in remuneration without any authorisation in the articles or any collective decision of the shareholders.

Seised in summary proceedings for immediate repayment of these sums, the Court of Appeal dismissed the claim: it considered that the manager’s actual work in running the company raised a serious challenge that had to be decided by a judge on the merits, not as a matter of urgency.

The ruling

The Cour de cassation overturns the decision and points out that:

“the remuneration of an SARL manager must be set by the articles of association or by a decision of the shareholders, and if the manager pays himself remuneration without authorisation, the obligation to make good the loss suffered by the company cannot be considered seriously challengeable”.

The summary judge could therefore award an interim payment. The Court also specifies that the mere existence of a serious challenge is not enough to refuse protective measures where a manifestly unlawful disturbance or imminent damage is alleged.

Reminder

Under Article L.223-18 of the French Commercial Code, the remuneration of an SARL manager is determined by the articles of association or by a decision of the shareholders.

Article L.223-22 provides that the manager is liable to the company for breaches of the law or the articles of association and for management errors.

Finally, Article 873 of the French Code of Civil Procedure allows the summary judge to award an interim payment where the obligation is not seriously challengeable, or to order protective measures.

Legal point

The summary proceedings trap:

• The summary judge rules only on what is “self-evident”.
• If there is a serious challenge, the judge cannot decide the matter.
• The judge can only award an interim payment (a provisional sum), never a final repayment.

How can a final repayment be obtained?

• Proceedings on the merits must be brought before the competent courts,
• Outcome: a final decision requiring the manager to return the funds to the company.

Key takeaways

• ✓An SARL manager may not receive remuneration without authorisation in the articles or a decision of the shareholders.
• ✓Remuneration paid without authorisation is a fault that makes the manager liable. In that case, the other shareholders can bring summary proceedings to obtain an interim payment for the company.
• ✓The company can bring summary proceedings to obtain a quick decision and an interim payment, but if the loss is seriously challenged, only proceedings on the merits will lead to a final decision.

This article provides general information and does not constitute personalised legal advice.