BOOK II: Commercial companies and economic interest groupings.

The general partners all have the status of merchants and are jointly and severally liable for the company’s debts. The company’s creditors may only pursue payment of the company’s debts against a partner after having unsuccessfully put the company on notice by extrajudicial act.

A general partnership is designated by a company name, to which may be incorporated the name of one or more partners and which must be immediately preceded or followed by the words “general partnership”.

All the partners are managers, unless otherwise stipulated in the Articles of Association, which may appoint one or more managers, whether partners or not, or provide for their appointment by a subsequent deed. If a legal entity is a manager, its directors are subject to the same conditions and obligations and incur the same civil and criminal liability as if they were managers in their own name, without prejudice to…

In relations between partners, and in the absence of the determination of his powers by the Articles of Association, the manager may perform all acts of management in the interest of the company. In the event of more than one manager, they shall separately hold the powers provided for in the preceding paragraph, except for the right of each to object to any transaction before it is concluded.

In dealings with third parties, the managing partner binds the company by acts falling within the corporate purpose. If there is more than one managing partner, they hold the powers provided for in the previous paragraph separately. Opposition by one manager to the acts of another manager is without effect with regard to third parties, unless it is established that they had knowledge thereof. Clauses in the articles of association…

Decisions that exceed the powers granted to the managing partners are taken unanimously by the shareholders. However, the Articles of Association may provide that certain decisions shall be taken by a majority which they shall determine. The Articles of Association may also provide that decisions shall be taken by written consultation, if the convening of a meeting is not requested by one of the partners.

The management report, the inventory and the annual accounts drawn up by the managers are submitted to the shareholders’ meeting for approval, within six months of the end of the said financial year. To this end, the documents referred to in the previous paragraph, the text of the proposed resolutions as well as, where applicable, the auditors’ report, the consolidated accounts and the report on the management of the group…

Article L. 225-102-3, with the exception of III, is applicable to general partnerships all of whose partners with unlimited liability are limited liability companies or joint stock companies. The report referred to in the same Article L. 225-102-3 is drawn up by the managing partner. This report is filed with the clerk of the commercial court, to be appended to the trade and companies register, within one month of the…