French Civil Code

The Articles of Association must be drawn up in writing. In addition to the contributions of each shareholder, they determine the form, object, name, registered office, share capital, duration and operating procedures of the company. The Articles of Association may specify a raison d’être, consisting of the principles which the company adopts and for the respect of which it intends to allocate resources in carrying out its activity.

The Articles of Association may only be amended, in the absence of a clause to the contrary, by unanimous agreement of the partners. Under no circumstances may the commitments of a partner be increased without the consent of that partner.

Any company whose registered office is located on French territory is subject to the provisions of French law. Third parties may rely on the registered office, but this is not enforceable against them by the company if the actual registered office is located in another place.

The term of the company may not exceed ninety-nine years.

If the articles of association do not contain all the particulars required by law or if a formality prescribed by law has been omitted or irregularly performed, any interested party is entitled to apply to the courts for an order, subject to a fine, to regularise the constitution. The Public Prosecutor may act for the same purpose. The same rules shall apply in the event of an amendment to the…

The founders, as well as the first members of the management, executive or administrative bodies, are jointly and severally liable for any loss caused either by the failure to include a mandatory statement in the Articles of Association, or by the omission or irregular performance of a formality prescribed for the formation of the company. In the event of an amendment to the Articles of Association, the provisions of the…

Companies other than the joint ventures referred to in Chapter III enjoy legal personality from the time of their registration. Until registration, the relationship between the members is governed by the partnership agreement and by the general principles of law applicable to contracts and obligations.

Persons who have acted on behalf of a company in formation before registration are liable for the obligations arising from the acts thus performed, with joint and several liability if the company is commercial, without joint and several liability in other cases. A company that is duly registered may take over the commitments entered into, which are then deemed to have been entered into by the company from the outset.

The contribution of an asset or a right that is subject to publication in order to be effective against third parties may be published prior to registration and on condition that registration takes place. As from the latter, the effects of the formality are retroactive to the date of its completion.

The rights of each shareholder in the share capital are proportional to his contributions when the company is formed or during its existence. Industrial contributions do not contribute to the formation of the share capital but give rise to the allocation of shares entitling the shareholder to share in the profits and net assets, subject to contributing to losses.