BOOK II: Commercial companies and economic interest groupings.

A société à responsabilité limitée is formed by one or more persons who bear losses only up to the amount of their contributions. Where the company comprises only one person, that person is called the “sole member”. The sole member shall exercise the powers vested in the general meeting of members by the provisions of this chapter. A decree shall lay down a model set of standard articles of association…

The amount of the company’s capital is set by the Articles of Association. It is divided into equal shares.

The number of members of a société à responsabilité limitée may not exceed one hundred. If the company comes to include more than one hundred members, it is dissolved after a period of one year unless, during that period, the number of members has become equal to or less than one hundred or the company has been transformed.

In the event of all the shares in a limited liability company being combined in one hand, the provisions of article 1844-5 of the Civil Code relating to judicial dissolution shall not apply.

All partners must be involved in the company’s incorporation deed, either in person or through a proxy showing special authority.

Members’ shares must be subscribed in full by the members. They must be fully paid up when they represent contributions in kind. Shares representing cash contributions must be paid up by at least one fifth of their amount. The remainder must be paid up in one or more instalments at the discretion of the managing partner, within a period of no more than five years from the date of registration…

Withdrawal of the funds arising from the payment of the shares may not be made by the company’s agent until the company has been registered in the Trade and Companies Register. If the company is not formed within six months of the first deposit of funds, or if it is not registered in the Trade and Companies Register within the same period, the contributors may individually apply to the courts…

The Articles of Association must contain a valuation of each contribution in kind. This is done in the light of a report appended to the Articles of Association and drawn up under its responsibility by a contributions auditor appointed unanimously by the future partners or, failing this, by a court decision at the request of the most diligent future partner. However, the future partners may unanimously decide that the use…

The first managers and the members to whom the nullity of the company is attributable shall be jointly and severally liable, towards the other members and third parties, for the damage resulting from the nullity. The action shall be barred by the period provided for in the first paragraph of Article L. 235-13.