At least once a year, the managing partners must report to the shareholders on their management of the company. This rendering of account must include an overall written report on the company’s activity during the past year or financial year, including an indication of profits made or foreseeable and losses incurred or foreseen.
With regard to third parties, the partners are indefinitely liable for the company’s debts in proportion to their share in the company’s capital on the due date or on the date of cessation of payments. A partner who has contributed only his industry is liable as the one whose share in the company’s capital is the lowest.
Creditors may not pursue payment of corporate debts against a partner unless they have first unsuccessfully sued the legal entity.
All actions against non-liquidating partners or their heirs and assigns shall be barred after five years from the publication of the dissolution of the company.
If one of the shareholders is declared bankrupt, goes bankrupt personally, has his assets liquidated or is wound up by court order, unless the other shareholders unanimously decide to dissolve the company early or if such dissolution is provided for in the Articles of Association, the dissolution shall be carried out in accordance with the conditions set out in Article 1843-4, the company rights of the interested party shall be…
Company shares may only be transferred with the approval of all the members. The Articles of Association may, however, stipulate that such approval is to be obtained by a majority that they determine, or that it may be granted by the managers. They may also waive the requirement for approval of transfers to partners or to the spouse of a partner. Unless otherwise provided for in the Articles of Association,…
When several members express their wish to acquire, they are, unless otherwise agreed or stipulated, deemed to be acquirers in proportion to the number of shares they previously held. If no member wishes to acquire the shares, the company may arrange for them to be acquired by a third party appointed unanimously by the other members or in accordance with the procedures laid down in the Articles of Association. The…
If no offer to purchase is made to the transferor within six months of the last of the notifications provided for in the third paragraph of Article 1861, approval of the transfer is deemed to have been granted, unless the other shareholders decide, within the same period, to dissolve the company early. In the latter case, the transferor may render this decision null and void by making it known that…
The provisions of the two preceding articles may be waived only to modify the six-month period provided for in Article 1863 (1st paragraph), and without the period provided for by the Articles of Association exceeding one year or being less than one month.
A transfer of company shares must be evidenced in writing. It is made enforceable against the company in the forms provided for in Article 1690 or, if the Articles of Association so stipulate, by transfer to the company’s registers. It may not be relied on as against third parties until these formalities have been completed and it has been published in the Trade and Companies Register; this filing may be…
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is a Registered Trademark of
PETROFF LAW FIRM (SELARL LEGASTRAT)
182, rue de Rivoli
75001, Paris France
RCS Paris n°814433470
Paris Bar Registration n° (Toque) C2396
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is a Registered Trademark of
PETROFF LAW FIRM (SELARL LEGASTRAT)
182, rue de Rivoli
75001, Paris France
RCS Paris n°814433470
Paris Bar Registration n° (Toque) C2396
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