Chapter III: Limited liability companies.

The first three paragraphs of Article L. 223-26 and Articles L. 223-27 to L. 223-30 do not apply to companies with only one member. In this case, the management report, the inventory and the annual accounts are drawn up by the manager.the single member approves the accounts, where applicable after the auditors’ report, within six months of the end of the financial year. Where the sole member is the company’s…

In the event of a capital increase by subscription of shares for cash, the provisions of the last paragraph of Article L. 223-7 shall apply. At least one quarter of the nominal value of the shares must be paid up at the time of subscription. The remainder must be paid up, in one or more instalments, within five years of the date on which the capital increase becomes definitive. Withdrawal…

If the capital increase is made, either in whole or in part by contributions in kind, the provisions of Article L. 223-9 shall apply. The contributions auditor is appointed unanimously by the partners or, failing this, by a court decision at the request of a partner or the manager. Where no contributions auditor has been appointed or where the value adopted is different from that proposed by the contributions auditor,…

The capital reduction is authorised by the shareholders’ meeting ruling under the conditions required for amending the Articles of Association. Under no circumstances may it affect the equality of members. If there are statutory auditors, the proposed reduction in capital shall be communicated to them within the period set by decree in the Conseil d’Etat. They shall inform the meeting of their assessment of the reasons for and conditions of…

The members may appoint one or more statutory auditors under the conditions provided for in Article L. 223-29. At least limited liability companies that exceed, at the close of a financial year, figures set by decree for two of the following criteria are required to appoint a statutory auditor: their balance sheet total, the amount of their turnover excluding tax or the average number of their employees during a financial…

Any non-managing partner may, twice a financial year, put questions in writing to the manager about any fact likely to jeopardise the continuity of the business. The manager’s reply is communicated to the statutory auditor.

One or more shareholders representing at least one tenth of the share capital may, either individually or by grouping together in any form whatsoever, apply to the courts for the appointment of one or more experts to present a report on one or more management operations. The public prosecutor and the works council are entitled to act for the same purposes. If the application is granted, the court decision determines…

The statutory auditors are notified, at the latest at the same time as the shareholders, of the meetings or consultations. They shall have access to the meetings. The documents referred to in the first paragraph of Article L. 223-26 are made available to the statutory auditors under the conditions determined by decree of the Conseil d’Etat.

The repayment of dividends that do not correspond to profits actually earned may be demanded from the shareholders who received them. The repayment action is time-barred after three years from the date on which the dividends were distributed.

Limited liability companies are not dissolved where a judicial liquidation judgment, personal bankruptcy, a management ban provided for by Article L. 625-8 or a measure of incapacity is pronounced against one of the partners. Nor is it dissolved by the death of a partner, unless the Articles of Association stipulate otherwise.