BOOK VII: Commercial jurisdictions and the organisation of commerce.

The period provided for in the second paragraph of article 24 of Law no. 66-879 of 29 November 1966 is set at one year from the death of the partner. It may be renewed by the Keeper of the Seals, Minister of Justice, at the request of the heirs of the deceased member and with the consent of the company given under the conditions provided for the transfer of company…

If, during the period provided for in article R. 743-104, the successor(s) decide(s) to transfer their deceased partner(s)’ shares to a third party outside the company, this shall be done in accordance with the provisions of articles R. 743-44, R. 743-99 and R. 743-100. During the same period, if the company, the surviving members or one or more of them agree, in agreement with the successor(s) of the deceased member,…

Any application by one or more heirs of a deceased member for the preferential allocation to them of the shares of their author shall be notified to the company and to each of the members in one of the forms provided for in article R. 743-99. The terms of this allocation are governed for the remainder by the provisions of articles R. 743-44, with the exception of its second paragraph,…

When, on expiry of the period provided for in article R. 743-104, the successor(ies) of the deceased partner have not exercised the option of transferring their author’s shares and if no prior consent to the preferential allotment has been given by the company, the latter has one year to acquire the deceased partner’s shares or have them acquired. This period may be extended by three months by the Minister of…

Publicity of the transfer of shares, accompanied, where applicable, by a reduction in the share capital pursuant to the article 21 of Law no. 66-879 of 29 November 1966, shall be completed in accordance with the rules laid down by the article 52 of Decree n° 78-704 of 3 July 1978 relating to the application of Law n° 78-9 of 4 January 1978 amending Title IX of Book III of…

If the new member joins the company by acquiring shares held by the members or by one or some of them, it shall be done in accordance with articles R. 743-44 and R. 743-99. If the new partner enters the company by contributing his industry alone, the provisions of Article R. 743-31 sont applicables.

If the constitution of reserves by means of retained profits or the release of capital gains due to the industry of the associates so permits, the share capital shall be increased periodically and the shares thus created must be allocated to all associates, including those who have contributed only their industry. The Articles of Association shall lay down the conditions for the application of the provisions of the preceding paragraph….