BOOK II: Commercial companies and economic interest groupings.

Two or more natural or legal persons may form an economic interest grouping between themselves for a specified period. The purpose of the grouping is to facilitate or develop the economic activity of its members, to improve or increase the results of that activity. It is not to make profits for itself. Its activity must be related to the economic activity of its members and may only have an auxiliary…

Persons exercising a liberal profession subject to legislative or regulatory status or whose title is protected may form or participate in an economic interest group.

The economic interest group may be formed without capital. The rights of its members may not be represented by negotiable securities. Any clause to the contrary is deemed unwritten.

The economic interest group enjoys legal personality and full capacity from the date of its registration in the Trade and Companies Register, without this registration implying a presumption that the group is commercial. An economic interest group whose purpose is commercial may carry out, on a regular and principal basis, all commercial activities on its own behalf. It may hold a commercial lease. Persons who have acted on behalf of…

The nullity of the economic interest group and of its acts or deliberations may only result from a breach of the mandatory provisions of this chapter, or from one of the causes of nullity of contracts in general. An action for nullity is extinguished when the cause of nullity has ceased to exist on the day on which the court rules on the merits at first instance, unless the nullity…

The members of the grouping are liable for its debts out of their own assets. However, a new member may, if the contract so permits, be exempted from debts arising prior to its entry into the grouping. The exemption decision must be published. They are jointly and severally liable, unless otherwise agreed with the third party co-contractor. Creditors of the grouping may only pursue payment of debts against a member…

The economic interest group may issue bonds, under the general conditions for the issue of such securities by companies, if it is itself composed exclusively of companies which satisfy the conditions laid down by this book for the issue of bonds. The economic interest group may also issue bonds under the general conditions for the issue of such securities provided for by the loi n° 85-698 du 11 juillet 1985…

I. – The economic interest group contract determines the organisation of the group, subject to the provisions of this chapter. It shall be drawn up in writing and published in accordance with the procedures laid down by decree in the Conseil d’Etat. II. – The contract shall contain in particular the following information: 1° The name of the grouping; 2° The name, business name or corporate name, legal form, address…

In the course of its existence, the grouping may accept new members under the conditions laid down in the constituent contract. Any member of the grouping may withdraw under the conditions laid down in the contract, provided that it has fulfilled its obligations.