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Subsection 2: Provisions applicable to professional non-trading companies

Article R822-71 of the French Commercial code

Two or more commissaires aux comptes (statutory auditors) may form a société civile professionnelle (professional partnership) between themselves, for the joint practice of their profession. Such a partnership shall be known as a société civile professionnelle de commissaires aux comptes.

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Article R822-72 of the French Commercial code

The Articles of Association comply with the requirements of articles 8, 11, 14, 15, 19, 20 and 24 de la loi n° 66-879 du 29 novembre 1966. They also state: 1° The surname, first names and domicile of each member; 2° The duration for which the company is formed; 3° The address of the registered office; 4° The nature and separate valuation of each of the contributions made by the…

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Article R822-74 of the French Commercial code

The following may be contributed to the company, in ownership or in beneficial interest: 1° All intangible rights, whether movable or immovable; 2° All documents and archives and, in general, all movable objects for professional use; 3° Real estate or premises useful for the exercise of the profession; 4° All sums in cash; 5° The partners’ industry, which by virtue of the article 10 de la loi n° 66-879 du…

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Article R822-76 of the French Commercial code

Company shares representing a cash contribution must be paid up, at the time of subscription, by at least half of their nominal amount. 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 members’ meeting and no later than two years from the company’s registration on the list. Within eight days of receipt,…

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Article R822-77 of the French Commercial code

As an exception to articles 22, 24 and 26 du décret n° 78-704 du 3 juillet 1978 relatif à l’application de la loi n° 78-9 du 4 janvier 1978 modifiant le titre IX du livre III du code civil, la société est dispensée d’insérer dans un support habilité à recevoir des annonces légales les avis prévus auxdits articles.

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Article R822-78 of the French Commercial code

Decisions that exceed the powers of the managing partners are taken by the partners meeting at a general meeting. The general meeting is held at least once a year. It is also convened when several members, representing at least half in number and a quarter in capital, so request, indicating the agenda. The procedures for convening the meeting are laid down in the Articles of Association.

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Article R822-79 of the French Commercial code

All deliberations at the meeting give rise to the drawing up of minutes signed by the members present, which contain, in particular, the date and place of the meeting, the items on the agenda, the identity of the members present or represented, a summary of the discussions, the text of the resolutions put to the vote and the results of the votes. The minutes are drawn up in a special…

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Article R822-80 of the French Commercial code

The Articles of Association set the number of votes each partner has. A partner may give a written mandate to another partner to represent him at the meeting. The meeting may only validly deliberate if at least three quarters of the partners are present or represented. If this quorum is not reached, the members are convened once again and the meeting deliberates validly if at least two members are present.

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