When a company decides to apply or terminate the application of the provisions set out in articles L. 233-35 à L. 233-39, it shall inform the Autorité des marchés financiers, which shall make this decision public. The terms and conditions for the application of this article are set out in the General Regulations of the Autorité des marchés financiers.
When the statutory auditor of a public limited company, in the course of carrying out his duties, identifies facts likely to jeopardise the company’s ability to continue as a going concern, he shall inform the chairman of the board of directors or the management board in accordance with the conditions laid down by decree in the Conseil d’Etat. If there is no response within fifteen days, or if the response…
In companies other than sociétés anonymes, the statutory auditor shall ask the manager, under conditions set by decree in the Conseil d’Etat, for explanations of the facts referred to in the first paragraph of article L. 234-1. The director must respond within fifteen days. The reply must be sent to the works council or, where there is none, to the employee representatives and, if there is one, to the supervisory…
In commercial companies, the works council or, failing this, the employee delegates exercise the powers provided for in articles L. 422-4 and L. 432-5 of the Labour Code. The chairman of the board of directors, the management board or the managers, as the case may be, shall communicate to the statutory auditors the requests for explanations made by the works council or the staff representatives, the reports sent to the…
The provisions of this chapter shall not apply where conciliation or safeguard proceedings have been initiated by the directors in accordance with the provisions of Titles I and II of Book VI.
The nullity of a company or of a deed amending the articles may only result from an express provision of this Book or of the laws governing the nullity of contracts. In the case of sociétés à responsabilité limitée and sociétés par actions, the nullity of the company may not result from a defect in consent or from incapacity, unless such incapacity affects all the founding members. Nor may the…
In sociétés en nom collectif and en commandite simple, completion of the publication formalities is required on pain of nullity of the company, the deed or the deliberation, as the case may be, without the partners and the company being able to rely, in respect of third parties, on this ground of nullity. However, the court has the option of not declaring the nullity incurred, if no fraud is established.
Deliberations taken in violation of the provisions governing the voting rights attached to shares may be annulled.
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.
The commercial court, seised of an action for nullity, may, even of its own motion, set a time limit to allow nullities to be covered. It may not declare the nullity less than two months after the date of the writ instituting the proceedings. If, in order to cover a nullity, a meeting must be convened or a consultation of the partners carried out, and if there is proof of…
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75001, Paris France
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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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