Section 2: FIA

I. – Articles L. 221-3, L. 221-7 and L. 221-12, the second paragraph of Article L. 221-16 and Articles L. 222-4, L. 222-5, L. 222-7 to L. 222-9, L. 222-12, L. 231-1 to L. 231-8, L. 232-21 and L. 233-16 to L. 233-28 of the French Commercial Code do not apply to sociétés de libre partenariat. The other provisions relating to sociétés en commandite simple are applicable to sociétés de…

A société de libre partenariat may, under the conditions laid down in its articles of association, delegate the overall management of its portfolio to a portfolio management company. This task alone does not confer on this company or manager the status of manager of the société de libre partenariat. The portfolio management company has the power to take all decisions relating to the management of the portfolio, including the power…

I. – A limited partner may not take any external management action, except where he is the manager or management company of the company, and in that capacity only. In this case,article L. 222-6 of the Commercial Code does not apply. Acts of management do not include, in particular, the exercise of shareholders’ prerogatives, opinions and advice given to the company, its affiliated entities or their managers or directors, acts…

Under the conditions defined by the Articles of Association, responsibility vis-à-vis third parties for centralising subscription and redemption orders for units of the société de libre partenariat is entrusted either to the manager, or to the portfolio management company, or to the custodian, or to an investment services provider other than a portfolio management company authorised to provide one of the services mentioned in Article L. 321-1. The entity to…

The Managing Partner appoints the auditor of the société de libre partenariat for a period of six financial years, in accordance with article L. 823-1 of the French Commercial Code, after obtaining the agreement of the Autorité des marchés financiers. The appointment of an alternate auditor is not required. The members of the société de libre partenariat exercise the rights conferred on shareholders by articles L. 823-6 and L. 823-7…

I. – The Articles of Association of the société de libre partenariat are published in an extract in the Trade and Companies Register. The particulars that must appear therein are defined by decree. II. – The articles of association of the société de libre partenariat as well as the documents intended for the information of the members are drawn up in French. However, under the conditions and within the limits…

Notwithstanding Articles L. 214-24-55 and L. 214-24-56, the Articles of Association determine the investment and commitment rules of the société de libre partenariat. The société de libre partenariat may hold assets under the conditions defined in article L. 214-154. The assets may also include rights representing a financial investment issued on the basis of French or foreign law, as well as current account advances granted, for the duration of the…

I. – Notwithstanding Titles II and III of Book II and Title II of Book VIII of the French Commercial Code, the following provisions apply to the société de libre partenariat: 1° The articles of association of the société de libre partenariat set out the terms and conditions for the issue, subscription, payment, transfer and redemption of shares and securities. The shares issued by the partnership are in registered form….

I. – A société de libre partenariat may have one or more sub-funds if its articles so provide. Where one or more sub-funds are formed within a société de libre partenariat, they are individually subject to the provisions applicable to sociétés de libre partenariat. II. – Notwithstandingarticle 2285 of the Civil Code and unless otherwise stipulated in the articles of association of the société de libre partenariat, the assets of…

The Articles of Association of the société de libre partenariat shall determine the duration of the accounting periods, which may not exceed twelve months. However, the first financial year may extend over any period not exceeding eighteen months. Within eight weeks of the end of each half-year of the financial year, the manager of the société de libre partenariat shall draw up an inventory of the assets under the supervision…