TITLE I: Preliminary provisions.

The commercial nature of a company is determined by its form or its object. General partnerships, limited partnerships, limited liability companies and joint stock companies are commercial by virtue of their form and regardless of their object.

The form, duration, which may not exceed ninety-nine years, company name, registered office, corporate purpose and amount of share capital are determined by the company’s articles of association.

Companies whose registered office is located in French territory are subject to French law. Third parties may rely on the registered office, but this is not enforceable against them by the company if its real registered office is located in another place.

The publication formalities required when the company is incorporated or in the case of subsequent acts and deliberations are determined by decree in the Conseil d’Etat.

As regards transactions of limited liability companies and joint stock companies which took place before the sixteenth day of the publication in the Bulletin officiel des annonces civiles et commerciales of the deeds and particulars subject to such publicity, such deeds and particulars shall not be enforceable against third parties who prove that they were unable to become aware of them. The period provided for in the first paragraph shall…

Commercial companies have legal personality from the date of their registration in the Trade and Companies Register. The regular conversion of a company does not result in the creation of a new legal entity. The same applies to an extension. Persons who have acted on behalf of a company in formation before it has acquired legal personality are held jointly and severally and indefinitely liable for the acts thus performed,…

The company is registered after the clerk of the competent court has verified that it has been properly incorporated under the conditions provided for by the laws and regulations relating to the trade and companies register. If the Articles of Association do not contain all the information required by the law and regulations, or if a formality prescribed by the law and regulations for the formation of the company has…

The founders of the company, as well as the first members of the management, administrative, executive and supervisory bodies, are jointly and severally liable for any damage caused by the omission of a mandatory mention in the Articles of Association, as well as by the omission or irregular performance of a formality prescribed by law and regulations for the formation of the company. The provisions of the preceding paragraph shall…

Neither the company nor third parties may, in order to avoid their commitments, rely on an irregularity in the appointment of the persons responsible for managing, administering or directing the company, where such appointment has been duly published. The company may not rely, in respect of third parties, on the appointments and cessations of office of the persons referred to above, as long as they have not been duly published.

A company may publicly state that it is a mission-driven company if the following conditions are met: 1° Its articles of association specify a raison d’être, within the meaning of article 1835 of the Civil Code; 2° Its Articles of Association specify one or more social and environmental objectives that the company has set itself as a mission to pursue in the course of its business; 3° Its Articles of…