Chapter II: Conditions of practice of the profession of industrial property attorney

The following may be contributed to a société civile professionnelle, in ownership or in enjoyment: 1° All intangible, movable or immovable rights, in particular, if applicable, the right for a partner to present the company as successor to his clientele; 2° All documents and archives, and, in general, all movable objects for professional use; 3° Immovable property or premises useful for the practice of the profession; 4° All sums in…

Membership shares may not be pledged. Their nominal amount may not be less than 152.45 euros. Interest shares allocated to contributors in industry are non-transferable. They are cancelled when their holder loses his status as a partner for any reason whatsoever.

Company shares corresponding to contributions in cash must be paid up, at the time of subscription, by at least half of their nominal value. The surplus must be paid up, in one or more instalments, either on the dates provided for in the articles of association, or by decision of the partners’ meeting, and at the latest within two years of the company’s registration on the national list of industrial…

The Articles of Association organise the management and determine the powers of the managers under the conditions provided by l’article 11 de la loi du 29 novembre 1966.

Decisions that exceed the powers of the managing partners are taken by the members at a general meeting. The general meeting is convened at least once a year. It is also convened at the request of at least half of the members, the request having to indicate the agenda. The procedures for convening the meeting are laid down in the Articles of Association.

The Articles of Association may allocate a reduced number of votes to partners who only exercise their profession on a part-time basis. They may also allocate partners a reduced number of votes for as long as the shares they hold have not been fully paid up. Each partner may be represented by another partner holding a written mandate. A partner may not hold more than two proxies.

Subject to the provisions of section 19 of the law of 29 November 1966 and those of this sub-section imposing special majority conditions, decisions are taken by a majority of the votes held by the members present or represented. However, the Articles of Association may provide for a higher majority or even unanimity of the members for all decisions or only for those they list.

Amendments to the Articles of Association, and in particular the extension of the company’s term, are decided by a majority of three quarters of the votes of all the members. However, an increase in the members’ commitments may only be decided unanimously.

The majority required to approve one of the transactions mentioned in the first paragraph of article 27 of Law no. 66-879 of 29 November 1966 relating to professional non-trading companies is that provided for in the first paragraph of article R. 422-24.

The deliberations of the members are subject to the provisions of articles 40 to 47 of decree n° 78-704 of 3 July 1978. The General Meeting may only validly deliberate if at least three quarters of the members are present or represented. If the quorum is not reached, the members are convened once again and the meeting deliberates validly if at least two members are present or represented. The register…