TITLE II: Provisions specific to various commercial companies.

A liability action based on the cancellation of the company shall lapse under the conditions set out in the first paragraph of article L. 235-13.

Directors and the Chief Executive Officer shall be liable individually or jointly and severally, as the case may be, to the company or to third parties, either for infringements of the legislative or regulatory provisions applicable to public limited companies, or for breaches of the Articles of Association, or for misconduct in their management. If several directors or several directors and the Chief Executive Officer have cooperated in the same…

In addition to the action for compensation for the loss suffered personally, shareholders may, either individually or by grouping together under the conditions laid down by decree of the Conseil d’Etat, bring a corporate action for liability against the directors or the managing director. The plaintiffs are entitled to pursue compensation for the entire loss suffered by the company, to which, where appropriate, damages are awarded.

Any clause in the Articles of Association which has the effect of making the exercise of corporate action subject to the prior opinion or authorisation of the General Meeting, or which entails in advance a waiver of the exercise of such action, shall be deemed to be unwritten. No decision of the General Meeting may have the effect of extinguishing an action for liability against the directors or against the…

Liability actions against directors or the managing director, both corporate and individual, shall be barred after three years, starting from the harmful event or, if it was concealed, from its revelation. However, where the act is classified as a crime, the action shall be barred after ten years.

In the event of the opening of receivership or compulsory liquidation proceedings pursuant to the provisions of Titles III and IV of Book VI relating to the receivership and compulsory liquidation of companies, the persons referred to in these provisions may be made liable for the company’s liabilities and are subject to the prohibitions and disqualifications, under the conditions set out therein.

Where the company is subject to the provisions of articles L. 225-57 to L. 225-93 and L. 22-10-18 to L. 22-10-30, members of the Management Board are subject to the same liability as directors under the conditions set out in articles L. 225-249 to L. 225-255 and L. 22-10-73. In the event of the opening of receivership or compulsory liquidation proceedings pursuant to the provisions of Titles III and IV…

Supervisory Board members are liable for any personal faults committed in the performance of their duties. They do not incur any liability, due to acts of management and their results. They may be declared civilly liable for offences committed by members of the Management Board if, having become aware of them, they did not disclose them to the General Meeting. The provisions of articles L. 225-253 and L. 225-254 are…