Chapter III: Limited liability companies.

The managing partners are liable, individually or jointly and severally, as the case may be, to the company or to third parties, either for breaches of the legislative or regulatory provisions applicable to limited liability companies, or for breaches of the articles of association, or for misconduct in their management. If several managers have cooperated in the same acts, the court shall determine the contributory share of each in the…

The liability actions provided for in articles L. 223-19 and L. 223-22 shall be barred after three years from the date of the harmful event or, if it was concealed, from the date of its disclosure. However, where the act is classified as a crime, the action shall be barred after ten years.

In the event of the opening of safeguard, receivership or compulsory liquidation proceedings pursuant to the provisions of Book VI, the persons referred to in these provisions may be made liable for the company’s liabilities and shall be subject to the prohibitions and disqualifications, under the conditions set out in the said provisions.

The manager may be dismissed by a decision of the shareholders under the conditions of Article L. 223-29, unless the Articles of Association provide for a greater majority. If dismissal is decided without just cause, it may give rise to damages. In addition, the managing partner may be dismissed by the courts for just cause, at the request of any partner. As an exception to the first paragraph, the manager…

Article L. 225-102-3, with the exception of IV, is applicable to limited liability companies. The reports referred to in the same article L. 225-102-3 are drawn up by the managing partners. These reports are filed with the clerk of the commercial court, to be appended to the trade and companies register, in the month following approval of the annual financial statements by the general meeting of shareholders or within two…

Decisions are taken at a general meeting. However, the Articles of Association may stipulate that, with the exception of those provided for in the first paragraph of Article L. 223-26 All or some of the decisions may be taken by written consultation of the members or may result from the consent of all the members expressed in a deed. The members are convened to the meetings in the form and…

Each partner has the right to participate in decisions and has a number of votes equal to the number of shares he owns. A partner may be represented by his spouse unless the company comprises only the two spouses. Unless there are two partners, a partner may be represented by another partner. He may be represented by another person only if the Articles of Association so permit. A partner may…

In meetings or during written consultations, decisions shall be adopted by one or more members representing more than half of the shares. If this majority is not obtained and unless otherwise stipulated in the Articles of Association, the members shall, as the case may be, be convened or consulted a second time, and decisions shall be taken by a majority of the votes cast, irrespective of the number of voters….

The members may not, except unanimously, change the nationality of the company. Subject to the eighth paragraph of Article L. 223-18, the transfer of the registered office is decided by one or more partners representing more than half of the shares. All other amendments to the Articles of Association are decided by partners representing at least three quarters of the shares. Any clause requiring a higher majority is deemed unwritten….