BOOK II: Commercial companies and economic interest groupings.

Twice a year, the non-managing members have the right to obtain access to the company’s books and documents and to ask questions in writing about the company’s management, which must also be answered in writing.

The shareholders may appoint one or more statutory auditors in the forms provided for in Article L. 221-6. At least companies that exceed, at the close of the financial year, figures set by decree for two of the following criteria are required to appoint a statutory auditor: the total of their balance sheet, the amount of their turnover excluding tax or the average number of their employees during a financial…

The documents referred to in the first paragraph of Article L. 221-7 are made available to the statutory auditor under the conditions and within the timeframe set by decree in the Conseil d’Etat.

If all the partners are managing partners or if one or more managing partners chosen from among the partners are designated in the Articles of Association, the removal of one of them from office may only be decided unanimously by the other partners. This will result in the dissolution of the company, unless its continuation is provided for in the Articles of Association or is unanimously decided by the other…

Company shares may not be represented by negotiable securities. Any issue made in disregard of this rule is punishable under the conditions provided for in the first paragraph of Article L. 411-1 of the Monetary and Financial Code. Company shares may only be transferred with the consent of all members. Any clause contrary to the provisions of this article shall be deemed unwritten.

The transfer of company shares must be recorded in writing. It is made enforceable against the company, in the forms provided for in Article 1690 of the Civil Code. However, service may be replaced by the deposit of an original of the deed of transfer at the registered office against delivery by the manager of a certificate of such deposit. It may not be relied on as against third parties…

The partnership shall terminate on the death of one of the partners, subject to the provisions of this Article. If it has been stipulated that in the event of the death of one of the partners, the partnership shall continue with his heir or only with the surviving partners, these provisions shall be followed, except to provide that in order to become a partner, the heir must be approved by…

When a judgment of compulsory liquidation or adopting a total disposal plan, a measure prohibiting the exercise of a commercial profession or a measure of incapacity has become final in respect of one of the partners, the company is dissolved, unless its continuation is provided for in the Articles of Association or the other partners unanimously decide to do so. In the event of continuation, the value of the corporate…

As an exception to the provisions of articles L. 221-2 and L. 222-3, be authorised to retain this name in their corporate name. A Conseil d’Etat decree determines the conditions to which this authorisation is subject. This decree also lays down the conditions under which an opposition may be lodged by third parties before the courts of the judicial order.