Each partner has an equal number of votes regardless of the number of shares he owns. A partner may give a written mandate to another partner to represent him at the meeting. However, a member may not hold more than two proxies. The meeting may only validly deliberate if at least three quarters of the members are present or represented. If this quorum is not reached, the members shall be…
Subject to the provisions of article 19 of law no. 66-879 of 29 November 1966 and those of articles R. 814-99, R. 814-122, R. 814-122-1, R. 814-124, R. 814-130, R. 814-131, R. 814-140, decisions are taken by a majority of the votes of the members present or represented. In all cases, the Articles of Association may provide for certain decisions to be taken by a qualified majority or unanimously by…
Amendments to the Articles of Association, including the extension of the company, are decided by a majority of three quarters of the votes of all the members. Increases in members’ liabilities can 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. 814-122.
Profits shall be distributed in accordance with the Articles of Association. However, remuneration for capital contributions may not exceed two-thirds of profits.
Unless otherwise stipulated in the Articles of Association, shares may be freely transferred to a partner.
When a member decides to transfer all or part of his shares to a third party, the proposed transfer is notified to the company and to each member by registered letter with acknowledgement of receipt. Within two months of being notified of the proposed transfer, the company makes its consent or refusal known, in the same forms. Silence on the part of the company during this period shall constitute implicit…
If the company refuses to consent to the transfer, it is obliged, within six months of being notified of its refusal, to notify the shareholder by registered letter with acknowledgement of receipt of a proposed transfer or repurchase of his shares which implies an undertaking by the transferee or the company to acquire the shares. If the price proposed for the transfer or redemption is not accepted by the transferor,…
In the case provided for in the third paragraph of Article R. 814-126, the transfer of shares shall be publicised by filing in the Trade and Companies Register two certified copies of the summons sent to the transferor accompanied by proof of service of the summons.
If on expiry of the period provided for in Article R. 814-80 no transfer has been made, the company shall transfer or repurchase the shares under the conditions provided for in the second and third paragraphs of Article R. 814-135.
Our French business lawyers are here to help.
We offer a FREE evaluation of your case.
Call us at +33 (0) 1 84 88 31 00 or send us an email.
is a Registered Trademark of
PETROFF LAW FIRM (SELARL LEGASTRAT)
182, rue de Rivoli
75001, Paris France
RCS Paris n°814433470
Paris Bar Registration n° (Toque) C2396
is a Registered Trademark of
PETROFF LAW FIRM (SELARL LEGASTRAT)
182, rue de Rivoli
75001, Paris France
RCS Paris n°814433470
Paris Bar Registration n° (Toque) C2396
Resources
is a Registered Trademark of
PETROFF LAW FIRM (SELARL LEGASTRAT)
182, rue de Rivoli
75001, Paris France
RCS Paris n°814433470
Paris Bar Registration n° (Toque) C2396
Useful links
Our French business lawyers are here to help.
We offer a FREE evaluation of your case.
Call +33 (0) 1 84 88 31 00 or send us an email.
All information exchanged through this website will be communicated to lawyers registered with a French Bar and will remain confidential.
