Chaque gérant engage la société

English translation: The action of any of its directors shall bind the company

14:23 Oct 19, 2016

French to English translations [PRO]
Law/Patents - Law: Contract(s) / Articles of Association

French term or phrase: Chaque gérant engage la société

Article 12 - POUVOIRS DES GERANTS

Chacun des gérants engage la Société, sauf si ses actes ne relèvent pas de l'objet social et que la Société prouve que les tiers en avaient connaissance. Il a les pouvoirs les plus étendus..."

I have seen "has the power to making binding committments on behalf of the company". Would this work here or do you have other suggestions?

Thanks.

Mr.Q KudoZ activity Questions: 161 (1 open) (16 closed without grading) Answers: 0 Netherlands
Local time: 08:23

English translation:The action of any of its directors shall bind the company

Explanation:
Unless this is actually a partnership, then the term "gérant" is, I believe, best translated as "director", not "managing partner", or "manager". The ST seems not just to mean that any one of them is empowered to deliberately bind the company, but that they may also do so inadvertently (so they need to take care that they don't enter into any inadvertent commitment).

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Note added at 5 hrs (2016-10-19 19:58:45 GMT)
--------------------------------------------------

www.stevens-bolton.com/index.php/download_file/1468/2049/re... and duties of directors, a company secretary, as chief ... secretary, it will need to ensure that the functions of the role are carried out by another individual or .... responsible for its custody and use and, in particular, must ensure that any provisions in the ... or ostensible), his or her actions will bind the company.

www2.deloitte.com/.../za/.../ZA_DutiesOfDirectors2013_16042014.pdf5.1 How can a director bind the company?

Selected response from:

B D Finch
France
Local time: 08:23

Grading comment

Thanks
4 KudoZ points were awarded for this answer

Summary of answers provided

4 +2

The action of any of its directors shall bind the company

B D Finch

Each manager shall bind the company

Nikki Scott-Despaigne

4 -2

Every manager gets the company involves

marvelous22

Discussion entries: 7

Mr.Q

Netherlands

ASKER

17:47 Oct 21, 2016

Thanks, Daryo. I had originally used "directors" but later in the document there is a reference to "gérance". Would "management" work, despite the earlier use of "director"? Or maybe "board" or "directors" would dolve this?

Daryo

United Kingdom

there is no "answer to prefer"

08:16 Oct 20, 2016

these are Articles of association of a company and "gerant" is used as a legal term NOT as understood in management speak or informal talk.
There is ONLY ONE possible translation "(company) director" (at least in UK EN) no ifs no buts no maybes...

Nikki Scott-Despaigne

@Philippe

19:34 Oct 19, 2016

I know it doesn't say when acting in a managerial capacity, which is why I did not suggest that in my rendering. It is however patently obvious that is what it means. We more or less agree on what it means fundamentally. I think we don't agree on how best to translate it. I think that there is nothing to indicate that an elaborate and lengthy explanation is needed, but that a short precise use of the term "bind" provides an accurate solution. Yout think otherwise. The present indicative in the FR simply states a matter of fact : that the manager binds the company, and, necessarily when in his/her managerial role, but not in matters which are not in the official objects of the company.

philgoddard

United States

16:46 Oct 19, 2016

But it doesn't say "when acting in their managerial capacity", so "shall" doesn't make sense. They could spend all their time playing Solitaire on their laptop. It means they're entitled to act alone and enter into binding agreements on the company's behalf.

Nikki Scott-Despaigne

15:35 Oct 19, 2016

I beg to differ. The idea of the present indicative is a fortiori that it is not a question of power or possibility. When the manager acts in his managerial capacity, whether he likes it or not, he binds the company.

Mr.Q

Netherlands

ASKER

14:56 Oct 19, 2016

Now I'm in a bind...Which answer will be the client prefer?

philgoddard

United States

14:54 Oct 19, 2016

I think the translation you've found is perfect, though it's obviously "make", not "making". It's not overtranslation, just a rare example of French being more concise than English :-)

Answers

10 mins confidence:

Each manager shall bind the company

Explanation:
I think your suggestion is a slight over-translation in some ways, and in other, a slight undertranslation.

Under-translation.

"Chaque gérant engage" : it does not say each has to power to do so; it says each actually does so. Having the power to do something suggests that you have choice as to whether you exercise that power or not. Here, the idea is that when acting in his/her managerial capcity, the manager binds the the company.

Note the use of "shall + infinitive" which is conventional in this type of context.

Over-translation.

"has the power to make binding commitments (one "t") on behalf of the company". This is a little OTT. Wishing to be precise has meant using 10 more words than the original. Nothing I can see justifies stretching it out that far.
The original gives "engage" and your rendering back-translates to something along the lines of :
"...a la capacité de s'engager pour le compte de la Société".

Stick to what is there : "shall bind".

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Note added at 12 mins (2016-10-19 14:35:24 GMT)
--------------------------------------------------

The ower-translation actaully reads back as an undertranslation when I think of it now. It affirms what is implied with the use of "power". He is able to do so. The point is, of course, that in the managerail capacity, he does so, whetehr he likes it or not. It is that fact which is being underlined.

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Note added at 12 mins (2016-10-19 14:35:45 GMT)
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Sorry for my typos.

Nikki Scott-Despaigne
Local time: 08:23
Specializes in field
Native speaker of:

English
PRO pts in category: 172

Peer comments on this answer (and responses from the answerer)

neutral

philgoddard: This sounds odd to me. And surely it's may, not shall.//They do have a choice. They can not do it at all, or they can make joint decisions.

18 mins

-> No, not "may" which suggests possible choice. The present indic. in the FR indicates certainty. At a pinch, "will bind" or simply "binds". When acting in a mangerial capacity, the manager binds the company, whether he likes it or not. Point.

agree

Kim Kardasho (X): - in a UK context, by their authorised signature...

2 hrs

neutral

AllegroTrans: Careful! I think this is likely to be referring to the directors

5 hrs

neutral

B D Finch: Not only is this referring to the directors, but they have to do something (other than just breathing) in order to bind the company.

6 hrs

disagree

Daryo: the legal terrm is (company) director - there are no mentions of "managers" in Company law

17 hrs

5 hrs confidence:

peer agreement (net): +2

The action of any of its directors shall bind the company

B D Finch
France
Local time: 08:23
Specializes in field
Native speaker of: English
PRO pts in category: 369

Grading comment

Thanks

2 days 1 hr confidence:

peer agreement (net): -2

Every manager gets the company involves

Explanation:
In a contract situation,the manager is acting in the name of the company and therefore his liability is similar to the company which he represents.

marvelous22
Cameroon
Local time: 07:23
Works in field
Native speaker of:

French,

English

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English translation: The action of any of its directors shall bind the company

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