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Section 2: Operation by a société civile professionnelle (non-trading professional partnership)

Article R6223-11 of the French Public Health Code

The provisions of this section govern professional non-trading companies formed between medical biologists who are natural persons pursuant to law no. 66-879 of 29 November 1966 relating to professional non-trading companies, the purpose of which is the joint practice of the profession of medical biologist. These companies are known as “sociétés civiles professionnelles de biologistes médicaux”. A professional partnership of medical biologists operates a medical biology laboratory. A medical biologist…

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Article R6223-12 of the French Public Health Code

The company name of a société civile professionnelle de biologistes médicaux appears in all documents and correspondence issued by the company, under the title “société civile professionnelle de biologistes médicaux”. If the articles are drawn up by private deed, as many originals shall be made as are necessary to provide each partner with a copy and to comply with the provisions of this section.

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Article R6223-13 of the French Public Health Code

Without prejudice to the provisions of law no. 66-879 of 29 November 1966 relating to professional non-trading companies and of this section relating to the information that they must contain, the company’s articles of association must state : 1° The surname, forenames, professional title and domicile of each partner and, where applicable, his registration with the professional body to which he belongs; 2° The term for which the company is…

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Article R6223-14 of the French Public Health Code

The following may be contributed to the company, either in ownership or in beneficial interest: 1° All intangible rights, and in particular the right for a partner to present the company as successor to his clientele or, if he is the successor of a deceased medical biology laboratory director, to the clientele of his predecessor; 2° In general, all movable property for professional use, in particular equipment, documents and archives;…

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Article R6223-16 of the French Public Health Code

At least half the nominal value of shares representing cash contributions must be paid up at the time of subscription. The remainder is paid up in one or more instalments, either on the dates stipulated in the Articles of Association or by decision of the General Meeting. Within eight days of receipt, the funds from cash subscriptions are deposited, on behalf of the company, with the Caisse des Dépôts et…

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Article R6223-17 of the French Public Health Code

The organisation of the management and the determination of the powers of the Executive Chairmen are set out in the Articles of Association in accordance with the conditions set out inarticle 11 of law no. 66-879 of 29 November 1966 relating to professional non-trading companies.

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Article R6223-18 of the French Public Health Code

The General Meeting is held at least once a year. It may also be convened at the request of one or more shareholders representing at least one third of the total number of shareholders or one third of the share capital. The request must indicate the proposed agenda. The procedure for convening the meeting is set out in the Articles of Association.

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Article R6223-19 of the French Public Health Code

Minutes are drawn up of all deliberations of the General Meeting, signed by the shareholders present and containing, in particular: the date and place of the meeting, the items on the agenda, the identity of the shareholders 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 recorded in a special register, which has…

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Article R6223-20 of the French Public Health Code

Each shareholder has one vote. A shareholder may give a written mandate to another shareholder to represent him at the meeting. No member may hold more than two proxies. The General Meeting may only validly deliberate if at least three quarters of the shareholders are present or represented. If the quorum is not reached, the shareholders are convened once again and the meeting may validly deliberate if at least two…

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