Chapter I: Variable capital

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…

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”.

Deeds recording increases or decreases in the share capital carried out under the terms of article L. 231-1, or the withdrawal of members, other than managers or directors, in accordance with article L. 231-6.

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.

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…

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…

The company, whatever its form, is validly represented in court by its directors.

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.