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TITLE III: Provisions common to the various commercial companies.

Article L231-1 of the French Commercial code

It may be stipulated in the articles of companies which do not have the form of a société anonyme and in any cooperative company that the registered capital may be increased by successive payments by members or the admission of new members and decreased by the total or partial withdrawal of contributions made. Companies whose articles contain the above stipulation are subject, independently of the general rules which are specific…

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Article L231-2 of the French Commercial code

If the company has used the option granted by article L. 231-1 this circumstance must be mentioned in all deeds and documents issued by the company and intended for third parties, by adding the words “with variable capital”.

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Article L231-4 of the French Commercial code

Shares or share coupons are registered, even after they have been fully paid up. They are only negotiable after the definitive incorporation of the company. Negotiation can only take place by means of a transfer on the company’s registers, and the Articles of Association may give either the Board of Directors or the General Meeting the right to oppose the transfer.

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Article L231-5 of the French Commercial code

The Articles of Association shall determine a sum below which the capital may not be reduced by withdrawals of contributions authorised by article L. 231-1. This sum may not be less than one tenth of the share capital stipulated in the Articles of Association or, for companies other than cooperatives, the minimum amount of capital required for the type of company in question by the legislative provisions governing it. Cooperative…

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Article L231-6 of the French Commercial code

Each partner may withdraw from the company whenever he or she sees fit, unless otherwise agreed and unless the first paragraph of Article L. 231-5. It may be stipulated that the general meeting has the right to decide, by the majority set for the amendment of the articles of association, that one or more of the members cease to be part of the company. A partner who ceases to be…

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Article L231-8 of the French Commercial code

The company is not dissolved by the death or withdrawal of a partner or by a liquidation judgment, or by a measure of prohibition from exercising a commercial profession, or by a measure of incapacity pronounced against one of the partners or the insolvency of one of them. It continues ipso jure between the other partners.

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Article L232-1 of the French Commercial code

I. – At the close of each financial year the board of directors, the management board or the managers shall draw up the inventory, the annual accounts in accordance with the provisions of section 2 of Chapter III of Title II of Book I and shall draw up a written management report. They shall include in the appendix: 1° A statement of sureties, endorsements and guarantees given by the company….

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Article L232-2 of the French Commercial code

In commercial companies that meet one of the criteria defined by decree in the Conseil d’Etat and drawn from the number of employees or turnover, possibly taking into account the nature of the business, the board of directors, the management board or the managers are required to draw up a statement of realisable and available assets, excluding going concern values, and current liabilities, a provisional income statement, a cash flow…

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