Section 2: Obligations

Bonds issued by the associations referred to in Article L. 213-8 may be offered to the public. In this case, it is subject to supervision by the Autorité des marchés financiers (AMF) under the conditions set out in this code, except in the case of a public offer referred to in 1° or 2° of article L. 411-2 or article L. 411-2-1.

The interest rate stipulated in the issue contract may not be higher than the average bond market rate for the quarter preceding the issue, plus a remuneration defined by order of the Minister for the Economy, which may not exceed three points. In the case of non-trading securities referred to in Article L. 213-9, repayment of which is conditional on the generation of surpluses, this ceiling rate is itself increased…

Bonds issued by associations under the conditions provided for in this sub-section are intended to meet development and financing needs and not to distribute to their subscribers management surpluses constituted by the issuing associations. Subscriptions and transfers of bonds carried out in breach of the first paragraph are absolutely null and void.

The issue of bonds by an association entails the application of articles L. 612-1 and L. 612-3 of the French Commercial Code, regardless of the number of its employees, the amount of its turnover or resources or the total of its balance sheet. The issue also requires the association to hold a general meeting of its members at least once a year within six months of the end of the…

The decision to issue shares is taken by the general meeting of the association’s members on the basis of a reasoned proposal by the directors. The General Meeting also decides on the amount of the issue, the extent of its distribution, the subscription price of the securities and their remuneration or the methods of determining these elements. It may delegate to the directors, for a period not exceeding five years,…

The provisions of articles L. 213-5 and L. 213-6 of this Code and of articles L. 228-1, L. 228-5, L. 228-43 to L. 228-89, L. 242-10, L. 245-9 to L. 245-12 (1°) and L. 245-13 to L. 245-17 of the French Commercial Code apply to bonds issued by associations. The provisions mentioned in the previous paragraph relating to boards of directors, management boards or company managers are applicable to associations…

The provisions of articles L. 237-1 to L. 237-31 of the French Commercial Code apply in the event of the dissolution of the issuing association, subject to the provisions of the law of 1 July 1901 relating to the contract of association and articles 21 to 79 of the local civil code applicable in the departments of Bas-Rhin, Haut-Rhin and Moselle.

The directors of associations issuing bonds are subject to the disqualifications provided for in article L. 500-1.

The liability of the members of the bodies responsible for the management, administration or control of associations is that defined, depending on the case, by article L. 225-251, the second paragraph of article L. 225-253, articles L. 225-254 and L. 225-257 of the French Commercial Code. When an association issues bonds and meets the criteria set out in article L. 612-2 of the French Commercial Code, the provisions of article…

Associations registered in the Trade and Companies Register under the conditions set out in this sub-section may form a group to issue bonds. The grouping is carried out within the framework of an economic interest grouping under the conditions set out in the second paragraph of article L. 251-7 of the French Commercial Code. Economic interest groupings formed by associations with a view to issuing bonds are required to redeem…