FREQUENTLY ASKED QUESTIONS/Can one combine a corporate mandate and an employment contract?/

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Can I work under both a corporate mandate and an employment contract for the same company?

The head of a company works under a corporate mandate, not an employment contract.

To answer this question, a distinction must be made between cases, depending on the legal form of the company. However, the combination of a corporate mandate and an employment contract is only possible if some essential conditions are met:

  • The employment contract must be effective
  • The functions provided for in the employment contract must be different from those provided for in the corporate mandate
  • The remuneration provided for in the employment contract must grant technical functions different from the functions remunerated under the corporate mandate
  • It is necessary to prove the existence of a subordinate relationship to the company

In the case of an SAS, it is possible to work under both your employment contract and your corporate mandate the functions of manager and employee of the company by meeting these conditions mentioned above.

In the case of an SARL, the head of the company works under a corporate mandate. As a result, he/she receives a remuneration that is not a salary. For him/her to be able to combine his corporate mandate with an employment contract, the employment contract must be valid. However, among the conditions to be met for an employment contract to be valid as mentioned above, a subordinate relationship must exist. In principle, the head of the SARL is subordinate to the General Meeting, as the latter has the power to dismiss him. As a result, it appears from case-law that the combination of a corporate mandate and an employment contract is not possible for the majority managing shareholder. The combination of the functions of a corporate mandate and an employment contract is therefore in principle possible for the minority managing shareholder and for the equal managing partner.

Read more:

When can I appoint a person or a business as CEO ?

The role of the head of an SAS

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