Title IX: Company

The regular conversion of a company into a company of another form does not result in the creation of a new legal entity. The same applies to an extension or any other amendment to the articles of association.

A company, even one in liquidation, may be absorbed by another company or participate in the formation of a new company, by way of a merger. It may also transfer its assets and liabilities by way of a demerger to existing companies or to new companies. These operations may take place between companies of different forms. They are decided upon, by each of the companies concerned, under the conditions required…

The reunification of all the company shares in a single hand does not result in the automatic dissolution of the company. Any interested party may request such dissolution if the situation has not been regularised within one year. The court may grant the company a maximum period of six months to rectify the situation. It may not dissolve the company if, on the day it rules on the merits of…

The extension of the company shall be decided unanimously by the members or, if the Articles so provide, by the majority provided for the amendment of the Articles. At least one year before the expiry date of the company, the members must be consulted for the purpose of deciding whether the company should be extended. Failing this, any member may apply to the president of the court, ruling on a…

The company terminates: 1° By expiry of the period for which it was formed, unless extended in accordance with Article 1844-6 ; 2° By the realisation or extinction of its object;

The dissolution of the company entails its liquidation, except in the cases provided for in Article 1844-4 and in the third paragraph of Article 1844-5. It only has effect with regard to third parties after its publication. The liquidator is appointed in accordance with the provisions of the Articles of Association. If these are silent, he is appointed by the partners or, if the partners are unable to make such…

After payment of debts and repayment of the share capital, the assets are divided between the partners in the same proportions as their share in the profits, unless otherwise agreed or stipulated. The rules concerning the division of estates, including preferential allotment, apply to divisions between partners. However, the partners may validly decide, either in the articles of association or by a separate decision or deed, that certain assets are…

The nullity of the company can only result from the violation of the provisions of article 1832 and the first paragraph of articles 1832-1 and 1833, or any of the causes of nullity of contracts in general. Any clause in the articles of association that is contrary to a mandatory provision of this title, the violation of which is not sanctioned by the nullity of the company, is deemed to…

An action for nullity is extinguished when the cause of the nullity has ceased to exist on the day the court rules on the merits at first instance, unless the nullity is based on the unlawfulness of the corporate object.

In the event of the nullity of a company or of acts or deliberations subsequent to its incorporation, based on a defect in consent or the incapacity of a member, and where regularisation can be effected, any person with an interest therein may give formal notice to the person likely to effect it, either to regularise the situation or to bring an action for nullity within a period of six…