French Delegation of Powers — Director to Agent

No statutory provision requires a written document — a delegation can be tacit and inferred from someone's actual role and conduct. In practice, however, a written instrument is essential because the burden of proving both the existence and the substance of the delegation before a criminal court falls on the director. A signed, dated document that clearly sets out the scope is therefore strongly recommended and will serve as the primary evidence if liability is ever disputed.

Under the landmark ruling Cass. crim., 11 March 1993, confirmed by consistent subsequent case law, three cumulative conditions must all be met. First, the delegate must have the competence: the relevant qualification, training, and experience for the mission. Second, they must hold genuine authority: the power to give orders, inspect, and sanction the staff involved. Third, they must be given real means: an autonomous budget and the material and human resources to enforce compliance. If any single criterion is absent, the delegation is inoperative and the director retains full criminal liability.

Yes — but only within the scope actually delegated and only when all three criteria are met. Criminal liability shifts to the delegate for infractions within that perimeter. Two important limits apply: the director remains personally liable if they personally participated in the offence, and delegations cannot cover decisions that form part of the general management of the company. Outside those limits, a properly structured delegation provides meaningful protection before a French criminal court.

Yes. French case law (Cass. crim., 30 October 1996) permits sub-delegation without prior approval from the original director, provided the sub-delegate independently satisfies the same three criteria — competence, authority, and means. The chain of delegations must remain coherent, and it is good practice for the original instrument to expressly state that sub-delegation is permitted. This pre-empts any dispute about whether the original delegate was authorised to pass the responsibility further down the management structure.

The instrument can be for a fixed or an indefinite period. Without an end date, the delegation remains effective for as long as the delegate holds the relevant position and continues to have the means to act. It terminates automatically on the delegate's departure, on any reorganisation that strips them of the required authority or resources, or by express revocation. Since the delegate must always meet the three validity criteria in practice, directors should review delegations whenever the organisational structure changes significantly.

No. The délégation de pouvoirs operates exclusively on the plane of personal criminal liability. The employer (the company as a legal entity) generally continues to bear civil liability toward third parties for harm caused by its employees in the course of their work, under the ordinary rules of vicarious liability (responsabilité du fait des préposés). The delegation does not sever this civil chain.