Title IX: Company

A company is formed by two or more persons who agree by contract to allocate property or their industry to a common undertaking with a view to sharing the profits or benefiting from any savings that may result. It may be formed, in the cases provided for by law, by the act of will of a single person. The partners undertake to contribute to any losses.

Even if they use only community property for contributions to a company or for the acquisition of company shares, two spouses alone or with other persons may be partners in the same company and participate together or not in the management of the company. Benefits and gifts resulting from a company contract between spouses cannot be annulled because they would constitute disguised gifts, where the conditions have been settled by…

A spouse may not, under the penalty provided for in article 1427, use joint property to make a contribution to a company or acquire non-negotiable company shares without his or her spouse having been notified and without this being justified in the deed. The status of partner is recognised in whichever of the spouses makes the contribution or carries out the acquisition. Spouse who has notified the company of his…

Any company must have a lawful object and be formed in the common interest of the partners. The company is managed in its corporate interest, taking into consideration the social and environmental issues of its activity.

The provisions of this chapter shall apply to all companies unless otherwise provided by law by reason of their form or objects.

The Articles of Association must be drawn up in writing. In addition to the contributions of each shareholder, they determine the form, object, name, registered office, share capital, duration and operating procedures of the company. The Articles of Association may specify a raison d’être, consisting of the principles which the company adopts and for the respect of which it intends to allocate resources in carrying out its activity.

The Articles of Association may only be amended, in the absence of a clause to the contrary, by unanimous agreement of the partners. Under no circumstances may the commitments of a partner be increased without the consent of that partner.

Any company whose registered office is located on French territory is subject to the provisions of French law. Third parties may rely on the registered office, but this is not enforceable against them by the company if the actual registered office is located in another place.

The term of the company may not exceed ninety-nine years.

If the articles of association do not contain all the particulars required by law or if a formality prescribed by law has been omitted or irregularly performed, any interested party is entitled to apply to the courts for an order, subject to a fine, to regularise the constitution. The Public Prosecutor may act for the same purpose. The same rules shall apply in the event of an amendment to the…