Chapter III: Limited liability companies.

If the Articles of Association are drawn up by private deed, as many originals are drawn up as are required for the deposit of a copy at the registered office and the performance of the various formalities required. In addition, a copy of the Articles of Association drawn up on plain paper is given to each partner.

A model set of standard articles of association for a société à responsabilité limitée where the sole member, a natural person, personally assumes management is set out in Appendix 2-1 to this book. The single body referred to in article R. 123-1 makes this model of standard articles of association available to the founder of the company, free of charge and by electronic means. It informs the founder that these…

Within eight days of their receipt, the funds arising from the payment of the shares shall be deposited on behalf of the company being formed and by the persons who have received them at the Caisse des dépôts et consignations, with a notary or with a credit institution. Mention of the payment of the shares and the deposit of the funds shall be made in the Articles of Association.

Withdrawal of funds is carried out by the company’s agent on presentation of the court clerk’s certificate attesting to the company’s registration in the Trade and Companies Register.

For the application of the second paragraph of Article L. 223-8 : 1° Authorisation to withdraw the funds individually is given by the president of the commercial court of the place of the registered office, ruling on a petition; 2° The agent must provide proof of written authorisation from all the contributors for the collective withdrawal of the funds.

The contributions auditor is chosen from among the auditors registered on the list provided for in I of article L. 822-1 or from among the experts registered on one of the lists drawn up by the courts and tribunals. He is appointed, where applicable, by order of the president of the commercial court ruling on a petition.

For the application of the second paragraph of article L. 223-9, the amount of the value that no contribution in kind may exceed is set at 30,000 euros.

Article R. 228-60, except insofar as it determines the conditions for application of Article L. 228-51, and articles R. 228-61 to R. 228-64 are applicable to the representatives of the bondholders’ group. Articles R. 228-65 to R. 228-69 and R. 228-72 to R. 228-80 are applicable to bondholders’ meetings. Article R. 228-83 is applicable to securities constituted to guarantee the redemption of bonds. Articles R. 228-84 to R. 228-86 are…

Notification of the proposed transfer or pledge of company shares, provided for in the second paragraph of Article L. 223-14 and Article L. 223-15, shall be made by extrajudicial document or by registered letter with acknowledgement of receipt. The appointment of the expert provided for in Article 1843-4 of the Civil Code shall be made by the President of the Commercial Court ruling under the accelerated procedure on the merits….

Within eight days of being notified in accordance with Article R. 223-11, the managing partner shall convene the shareholders’ meeting to deliberate on the proposed transfer of the company shares or, if the Articles of Association so permit, to consult the shareholders in writing on this proposal. The company’s decision shall be notified to the transferor by registered letter with acknowledgement of receipt.