Managing a French company as a British director raises crucial liability issues. Without mastering local rules, both the director and the company risk civil or criminal prosecution. This guide breaks down the liability of a British director in a French company, staying clear, practical and compliant with the French Bar’s ethical rules. It does not replace tailored legal advice.
1. Personal liability of the British director
Civil liability
A director incurs civil liability when a management fault causes damage:
- financial loss to the company;
- harm to a client, supplier or partner;
- breach of the law or the articles of association.
This liability is personal and applies regardless of nationality; a British director is treated like a French one.
Criminal liability
The director may be prosecuted for:
- misuse of company assets;
- tax fraud;
- undeclared work or labour-law breaches.
Jurisdiction rests on the actual exercise of management duties in France, not on nationality.
2. Liability of the French company
Civil liability of the legal entity
The company must compensate any damage caused to third parties through its activities (Civil Code, art. 1242).
Criminal liability of the legal entity
Since 9 March 2004, a company can be criminally convicted for offences committed on its behalf by its organs or representatives, including a British director.
3. Issues linked to British nationality
Service of process and timelines
Procedural acts are served at the director’s UK address, which can extend defence deadlines.
Judicial cooperation after Brexit
Arrest warrants and mutual assistance now rely on bilateral agreements; cooperation remains possible but more formal.
Management ban
A French court may ban the director from managing any French company (Commercial Code, art. L.653-8), even if the director lives in the UK.
4. Combined liability
Frequently, both the company and its director face proceedings. Example: in tax fraud, the authorities claim unpaid taxes from the company and charge the director as the organiser of the fraud.
5. Best practices to reduce risk
- Learn French legal and regulatory duties thoroughly.
- Engage qualified advisers (lawyer, chartered accountant).
- Implement a compliance programme (anti-corruption, GDPR, tax).
- Maintain transparent governance: up-to-date minutes, reliable accounting.
- Establish internal controls to detect irregularities early.
Key takeaway
The liability of a British director in a French company is comprehensive—civil and criminal, personal and joint with the firm. Robust compliance and vigilant management are essential to avoid costly litigation.
