The posthumous mandate: protecting your company and your heirs after your death

What are the conditions of validity?

The regime derives from the Act of 23 June 2006 and has applied since 1 January 2007; the articles below were read in their version in force on 5 November 2026.

• Principal and agent. Any person may give one or more persons, individuals or legal entities, a mandate to administer or manage all or part of his or her estate on behalf of identified heirs, subject to the powers of the executor (exécuteur testamentaire). The agent must have full legal capacity; the agent may be an heir, but not the notary settling the estate (Civil Code, art. 812).
• Serious and legitimate interest. The mandate is valid only if justified by a serious and legitimate interest relating to the person of the heir or to the estate, with precise reasons given (Civil Code, art. 812-1-1). The reasons are written into the deed: minority or vulnerability of an heir, complexity of a group, continuity of management.
• Term. Two years at most, extendable one or more times by the court at the request of an heir or of the agent; five years, extendable on the same terms, where the heirs are unfit or too young or where business assets must be managed (same article).
• Form and acceptance. The mandate is granted and accepted by notarial deed and must be accepted by the agent before death. Before it takes effect, either party may renounce it after notifying the other (same article). When presented for registration, the deed bears the fixed duty of EUR 125 (French Tax Code, art. 680; BOI-ENR-DMTG-10-40-20-10, § 310).
• Accounting. Every year and at the end of the mandate, the agent reports to the heirs or their representatives and informs them of all acts performed; failing this, any interested party may seek removal by the court; if the agent dies, this duty passes to the agent's heirs (Civil Code, art. 812-7).

Which events bring the mandate to an end?

Article 812-4 lists seven causes: expiry of the term; renunciation by the agent; removal by the court, at the request of an interested heir or his or her representative, where the serious and legitimate interest is absent or has ceased, or where the agent has performed poorly; a contractual mandate concluded between the heirs and the agent; the sale or other disposal by the heirs of the assets covered by the mandate; the death or placement under protection of an individual agent, or the dissolution of a corporate agent; the death of the heir concerned or, where a protective measure applies, a decision of the guardianship judge to end the mandate (Civil Code, art. 812-4).

A mandate given for several heirs does not end entirely for a cause that concerns only one of them, and the end of one agent's task does not end that of the others (same article). An agent who withdraws during performance must notify the heirs; unless otherwise agreed, the withdrawal takes effect three months later (art. 812-6). An agent removed because the serious and legitimate interest has ceased repays the fee only if it was excessive; an agent removed for poor performance may have to repay it, without prejudice to damages (art. 812-5).

How far do the agent's powers go against the heirs?

Two reported judgments of the First Civil Chamber of the French Court of Cassation set the limits of the tool.

• The agent cannot block a sale. A mother had appointed her own father as posthumous agent to carry out all acts of administration and management of her estate, which passed to her two minor children. Their father, as their legal administrator, wished to sell the apartment in the estate; the lower court had held that the agent could oppose the sale. The Court quashed that ruling: the agent's powers of administration or management do not allow the agent to oppose the disposal by the heirs of the assets covered by the mandate, which is one of the causes ending it (Cass. 1re civ., 12 May 2010, no. 09-10.556, reported).
• The serious and legitimate interest is not reduced to criticism of the legal representative. A producer had given a close associate, by notarial deed, a posthumous mandate to manage the share capital of his group of companies in order to protect his minor son. The court of appeal had revoked the mandate, finding no proof of an objective difficulty with the mother's management or with preserving the companies, and no proven expertise on the agent's part. The Court of Cassation quashed: those reasons could not establish that the serious and legitimate interest was absent or had ceased, and the court of appeal had added a condition to the law and reversed the burden of proof. In rejecting the ground on jurisdiction, it stated that the tribunal de grande instance, now the tribunal judiciaire, alone has jurisdiction over an action for removal and that item 7 of article 812-4 refers only to the guardianship judge for adults (Cass. 1re civ., 10 June 2015, nos. 14-10.377 and 14-12.553, reported).

The practical lesson is twofold. The reasons stated in the deed are what an heir seeking to remove the agent will attack: they must describe the real situation of the heirs and of the business. And keeping the shares in the family is not secured by the mandate alone: that is a matter for the articles of association, a shareholders' agreement or the holding commitments of a Dutreil pact.

When is the mandate useful, and how does it work with a Dutreil pact?

• Holding company and operating company. The mandate may cover only the shares of the holding or of the operating company. The agent then exercises the heirs' shareholder rights; the management of the company itself remains governed by its articles of association, which should be reviewed so that the agent can vote and, where appropriate, be appointed as a director or officer.
• Minor or vulnerable child. The agent exercises the powers even where a minor or a protected adult is among the heirs (Civil Code, art. 812-1). Assets given or bequeathed to a minor on the condition, stated in the gift or the will, that they be administered by a third party are also removed from the parents' legal administration; that third party has the powers conferred by the deed or, failing that, those of a legal administrator (Civil Code, art. 384); the two mechanisms are distinct and must be drafted consistently.
• Blended family. Where the heirs share neither the same interests nor the same ties, a neutral third party can manage the business while the estate is settled, on behalf of only those heirs who need it.
• Dutreil pact. The 75% inheritance tax exemption requires that a signatory of the collective holding commitment, or an heir, donee or legatee, hold a management position during the collective commitment and for three years after the transfer (French Tax Code, art. 787 B, d). An agent who is an heir can meet this condition. A third-party agent does not meet it alone; the tax authorities nevertheless accept, all other conditions being met, that where no heir or legatee is able to manage (minor children, incapacity), the exemption applies provided an agent administers and manages the business on behalf of identified heirs, and that management duties may begin, under the articles and in fact, within six months of death, the three-year period then running from the actual start of those duties (BOI-ENR-DMTG-10-20-40-20, § 70, citing ministerial answer Des Esgaulx no. 15329, JO AN 26 August 2008, p. 7344, given for sole proprietorships). Outside that case, a third-party agent does not remove the need for an heir or signatory in a management role. The mandate does not take away the heirs' right to sell: a transfer during the holding commitments in principle forfeits the exemption; article 787 B provides for distinct, conditional reliefs (transfer to another signatory or partner, items e bis and e ter; contribution to a holding company, item f; gift to a descendant who continues the commitment, item i), discussed on our page on the Dutreil pact. For holding company shares, the exemption also requires the holding to be an animating holding or indirect ownership to be structured as the statute provides.

Which other tools should be compared before choosing a posthumous mandate?

• The executor with extended powers. A testator may appoint an executor and, where no reserved heir accepts the estate, authorise the executor to dispose of real estate, receive and invest funds, pay debts and divide the assets (Civil Code, art. 1030-1). These powers last two years at most from the opening of the will, with a court extension of one year at most (art. 1031). A business owner who leaves children has reserved heirs: these powers are in principle not available if they accept, and the executor's task is to carry out the deceased's wishes, not to run a business.
• The lasting power of attorney (mandat de protection future). It provides for the principal's own representation should he or she lose capacity during lifetime (Civil Code, art. 477). Parents of a child unable to look after his or her own interests may also, by notarial deed, appoint an agent to represent the child from their death or incapacity (same article, third paragraph). It complements the posthumous mandate: one protects the vulnerable child as a person, the other manages the estate assets.
• The management fiducie. It transfers assets to a fiduciary who manages them under the contract. But the fiducie contract ends on the death of an individual settlor (Civil Code, art. 2029), and it is void if it proceeds from an intention to make a gift to the beneficiary (art. 2013). It therefore serves during lifetime, for instance to organise asset management before the transfer, and does not replace the posthumous mandate after death.